<Page>

================================================================================
     As filed with the Securities and Exchange Commission on March 15, 2004

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549

                                  FORM 10-KSB/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 2002            Commission File No. 001-15627

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
               (Exact name of registrant as specified in charter)

                             WIRELESS VENTURES INC.
                          (Former name, if applicable)

                DELAWARE                                   042451506
      (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                 Identification No.)

             13980 JANE ST.                               905-833-3838
   KING CITY, ONTARIO, CANADA, L7B 1A3             (Registrant's Telephone No.
(Address of Principal Executive Offices)                 incl. area code)


   Securities registered pursuant to                          None
      Section 12(b) of the Act:

   Securities registered pursuant to              Common Stock, par value $0.001
      Section 12(g) of the Act:

          Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes (X) No ( )

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-K SB ( ).

          For the fiscal year ended December 31, 2002, the Company's revenues
from continuing operations were $13,162.

          Based on the closing high bid price on March 21, 2003 of $0.08 per
share of common stock, as reported by the NASD's OTC Bulletin Board, the
aggregate market value of the voting and non-voting stock held by non-affiliates
of the registrant was approximately $2,549,707.

          On February 28, 2003, the number of shares outstanding of the
registrant's Common Stock was 61,991,106.

          Transitional Small Business Disclosure Format (Check One):
Yes ( ) No (X)
<Page>


                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

          The business of Pivotal Self-Service Technologies Inc. ("Pivotal" or
the "Company")(formerly known as Wireless Ventures Inc. and Hycomp, Inc.) is
conducted through its wholly-owned Canadian subsidiary Prime Battery Products
Limited ("Prime Battery"). On December 31, 2002, Pivotal, through a newly
incorporated wholly-owned subsidiary named Prime Battery completed the
acquisition of certain business assets of DCS Battery Sales Ltd. ("DCS
Battery"). Prime Battery distributes value priced batteries and other ancillary
products to dollar stores in North America.

          The Company also conducted its business during part of fiscal 2002
through another wholly-owned subsidiary called Prime Wireless Inc. ("Prime
Wireless"). On June 7, 2002, the Company acquired Prime Wireless, which was in
the business of earning sales commissions from selling Vertex-Standard two way
radio products in Canada, under an exclusive distribution agreement. In
addition, prior to the acquisition, Prime Wireless had acquired certain assets
from Midland International Corp. ("Midland") including land mobile radio
products, the Midland trade name, tooling, and accounts receivable. Subsequent
to year end the Company disposed of all the issued and outstanding shares of
Prime Wireless to a third party (see Recent Developments below).

          Between June 2001 and February 2002, the business of Pivotal was
conducted through its wholly-owned Canadian subsidiary 4CASH ATM Services Canada
Inc. ("4CASH"). 4CASH operated in the self-service technology sector (defined as
the deployment of Automated Teller Machines ("ATMs"), information kiosks and
Point of Sale debit machines ("POS")). In February 2002, the Board of Directors
made the decision not to continue to pursue the self-service technology business
plan. On March 5, 2002, the Company sold 4CASH to IRMG Inc. ("IRMG"), a private
corporation controlled by the Company's former CEO and current CFO.

          On February 29, 2000, a special meeting of the shareholders of the
Company was held in Boston, Massachusetts. At the meeting, the Company's
shareholders approved its reincorporation as a Delaware company by merging it
with a Delaware company called eieiHome.com Inc. formed on February 25, 2000. As
a result of the reincorporation, the Company's name changed from HyComp, Inc. to
eieiHome.com Inc., the number of shares of common stock which the Company was
authorized to issue increased from 20,000,0000 shares of common stock to
75,000,000 shares and the par value of the common stock changed from $0.01 to
$0.001.

          Between October 1999 and June 2000, the business of the Company was
conducted through its wholly-owned Canadian subsidiary, eieiHome.com Inc., which
operated an Internet service, information and e-commerce web site, providing
information and related products and services for homeowners, home buyers, and
home service providers. eieiHome.com's revenue came from the sale of advertising
space to national and local home service providers and manufacturers of
home-related products supplemented with service fees for Internet web hosting,
web page design, e-commerce solutions, and e-mail services. Due to continuing
operating losses, effective June 26, 2000, the Company sold all of the shares of
its wholly-owned Canadian subsidiary.

          The Company was originally incorporated as Hycomp, Inc. in the
Commonwealth of Massachusetts in 1969. Through March 31, 1999, the Company (then
called HyComp, Inc.) was a designer, manufacturer and distributor of thin film
hybrid circuits, thin film resistor networks and various thin film components
mainly used for military purposes. In March 1999, HyComp, Inc. sold all of its
assets, excluding cash and receivables. The buyer assumed all liabilities other
than commercial and inter-company debt.

          On October 14, 1999, HyComp, Inc. acquired all of the issued and
outstanding common stock of eieiHome (Canada) from Simmonds Capital Limited
("SCL"). Following the transaction, eieiHome (Canada) was considered the
acquiring party and the surviving accounting entity because the former
stockholders of eieiHome (Canada) received an amount of voting shares of the
combined company which constituted an effective controlling interest in the
combined company. Accordingly, the transaction was accounted for as a reverse
acquisition. The acquisition of eieiHome (Canada) formally closed on October 14,
1999. eieiHome (Canada) was incorporated as Chargnet Inc. in June 1998 in the
province of Ontario, Canada. It operated as Chargnet until June 20, 1999 when it
was acquired by SCL and its name was changed to eieiHome.com Inc.


                                       2
<Page>


          Subsequent to the sale of eieiHome (Canada), the Canadian operating
subsidiary, at a special meeting of shareholders held on September 25, 2000, the
Company changed its name from eieiHome.com Inc. to Wireless Ventures, Inc.

          On September 21, 2001 at the annual general meeting of shareholders of
the Company, held in Markham, Ontario, the shareholders approved (i) name change
from Wireless Ventures Inc. to Pivotal Self-Service Technologies Inc. and (ii)
increase in the number of shares the Company is authorized to issue from
75,000,000 to 150,000,000.

          During 2002 the Company had one employee working for the Prime
Wireless subsidiary which was disposed of subsequent to year end. John G.
Simmonds (CEO), Carrie J. Weiler (Secretary) and Gary N. Hokkanen (interim CFO),
provided services to the Company on a consulting basis during fiscal 2002.

RECENT DEVELOPMENTS:

          On March 1, 2003, the Company entered into a Joint Venture Agreement
with Collectible Concepts Group Inc., an entity listed on the NASD
over-the-counter bulletin board trading under the symbol CCGI. The purpose of
the joint venture is to unite the battery products distributed by Prime Battery
with the licensing and merchandising relationships of Collectible Concepts. The
joint venture will be owned 50% by the Company and 50% by Collectible Concepts
Group and will operate as MightyCell(TM). The MightyCell brand of batteries and
battery related products will be marketed throughout North America and the
company will be targeting licensing opportunities in the entertainment and
sports industries. Management believes that the joint venture will develop new
channels to market for its battery business.

          On March 13, 2003, the Company sold all of the outstanding and issued
common shares of its wholly-owned subsidiary Prime Wireless including all of the
Midland related assets to Wireless Age Communications Inc. an entity listed on
the NASD over-the-counter bulletin board trading under the symbol WLSA, in
exchange for 1,500,000 common shares of Wireless Age. Under the terms of the
Prime Wireless June 7, 2002, acquisition agreement with 1500450 Ontario Limited,
750,000 of the common shares were transferred to 1500450 Ontario Limited.
1500450 Ontario Limited is a related party by virtue of its shareholdings in the
Company. Under the terms of the transaction with Wireless Age, Mr. Simmonds the
Company's CEO was appointed Chairman of Wireless Age.

ITEM 2.   DESCRIPTION OF PROPERTY.

          The Company currently maintains corporate offices at 13980 Jane
Street, King City, Ontario, Canada, L7B 3A8 (tel. 905-833-3838, fax
905-833-6942). During fiscal 2002, the Company's wholly-owned subsidiaries
Prime Wireless (which was disposed of subsequent to year end) and Prime
Battery shared an office and distribution center with a related party at 85
Chambers Drive, Unit 7, Ajax, Ontario, Canada, L1Z 1E2 (tel. 905-683-4500,
fax 905-683-8074). In April 2003, the Prime Battery business moved to a
distribution and office facility at 6010 Tomken Road, Mississauga, Ontario,
Canada, (tel. 905-564-7200). The Prime Battery business occupies
approximately 4,500 square feet of a share facility under a sub-lease
agreement with a third party.

ITEM 3.   LEGAL PROCEEDINGS.

          To the knowledge of the Company, there are no material pending legal
proceedings to which the Company is a party or of which any of its property is
subject.

          The Company, however, wishes to disclose that during the year ended
December 31, 2001, the President of The Wireless Stock Xchange, Inc. had
requested that the Company return the sum of $200,000, which he paid to purchase
200,000 shares of the Company's common stock in a private transaction
(facilitated by the Company) in October 2000. The Company received $200,000 from
the seller of the shares, which shares had been pledged to the Company as
security for other obligations. The President of the Wireless Stock Xchange Inc.
had registered complaints about the Company's conduct with certain regulatory
authorities, including the Securities and Exchange Commission. The SEC requested
certain information from the Company, which the Company provided. During the
year ended December 31, 2002, the Company settled the disagreement with the
mutual consent of this individual. The Company allowed this individual to
participate in a $.02 private placement.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          There were no matters submitted to a vote of the security holders.


                                       3
<Page>


                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

          The price per share of Company Common Stock was quoted on the NASD's
OTC Bulletin Board under the symbol "WLSV" beginning on September 27, 2000.
Concurrently with the change in name from Wireless Ventures Inc. to Pivotal
Self-Service Technologies Inc., approved by the shareholders on September 21,
2001, the Company's common stock was quoted on the NASD's OTC Bulletin Board
under the symbol "PVSS" beginning on October 4, 2001.

          The following table sets forth for the periods indicated the high and
low close prices for the Common Shares in U.S. Dollars. These quotations reflect
only inter-dealer prices, without retail mark-up, mark-down or commissions and
may not represent actual transactions.

<Table>
<Caption>
          -------------------------------------------------
          QUARTER ENDED                    HIGH       LOW
          -------------------------------------------------
          <S>                            <C>         <C>
          March 31, 2001                 $0.3125      $0.06
          -------------------------------------------------
          June 30, 2001                   $0.20       $.045
          -------------------------------------------------
          September 30, 2001              $0.14      $0.051
          -------------------------------------------------
          December 31, 2001               $0.09      $0.035
          -------------------------------------------------
          March 31, 2002                  $0.06       $0.04
          -------------------------------------------------
          June 30, 2002                   $0.05       $0.03
          -------------------------------------------------
          September 30, 2002              $0.07       $0.03
          -------------------------------------------------
          December 31, 2002               $0.10       $0.04
          -------------------------------------------------
</Table>

          On December 31, 2002, the Company had approximately 350 shareholders
of record. The Company believes it has approximately 500 shareholders including
holders whose securities are held in street name or nominee accounts.

          The Company does not expect to pay a cash dividend on its common stock
in the foreseeable future. Payment of dividends in the future will depend on the
Company's earnings and its cash requirements at that time.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

          Certain matters discussed in this Annual Report may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and as such may involve risks and uncertainties.
These forward-looking statements relate to, among other things, expectations of
the business environment in which the Company operates, projections of future
performance, perceived opportunities in the market and statements regarding the
Company's goals. The Company's actual results, performance, or achievements
expressed or implied in such forward-looking statements may differ.

OVERVIEW

          On December 31, 2002, the Company, through a newly incorporated
wholly-owned subsidiary named Prime Battery acquired certain business assets of
DCS Battery Sales Ltd. ("DCS Battery"). which was in the business of
distributing batteries and other ancillary products in North America. Effective
January 1, 2003 almost all of the Company's revenues are derived from dollar
stores, however management is expanding the customer base to include sales to
commercial clients and other non-retail customers.

          During 2002, management with the consent of the Board of Directors
made the decision to change the business direction of the Company.

          On June 7, 2002, the Company acquired Prime Wireless Inc., which earns
sales commissions from selling Vertex-Standard two way radio products in Canada,
under an exclusive distribution agreement. Prior to the acquisition Prime
Wireless had acquired certain assets of Midland International Corp. ("Midland")
including land mobile radio products, the Midland trade name, tooling, and
accounts receivable.


                                       4
<Page>


          On June 15, 2001, the Company acquired all the assets of the 4CASH ATM
Services division from IRMG Inc. which was in the ATM, information kiosk and POS
marketplace (referred to herein as the "Self Service Technology Business"). On
July 31, 2001, the Company incorporated a wholly-owned subsidiary called 4CASH
ATM Services Canada Inc. and began to launch the business in the Canada.

          Subsequent to the end of fiscal year 2001, the non-executive members
of the Board of Directors decided that the Self Service Technology Business
opportunity was not in the best interests of the Company. The decision was based
primarily on the additional investment required to deploy equipment and due to
the operating losses experienced by 4CASH. On March 5, 2002, the Company
disposed of its wholly-owned subsidiary 4CASH ATM Services Canada Inc. together
with all the assets and intellectual property rights to operate the Self Service
Technology.

          During the quarter ended December 31, 2002, the Board of Directors
made the decision to focus on the battery business and to dispose of the Prime
Wireless subsidiary. On March 13, 2003, the Company disposed of all of the
issued and outstanding common shares of Prime Wireless and Midland related
assets to Wireless Age Communications Inc. in exchange for 1,500,000 common
shares of Wireless Age. Pursuant to the June 7, 2002 purchase and sale agreement
between the Company and 1500450 Ontario Limited, the Company transferred 750,000
of the Wireless Age common shares to 1500450 Ontario Limited. 1500450 Ontario
Limited is a related party be virtue of its ownership position in the Company.

          The Prime Wireless operating entity was acquired on June 7, 2002,
however due to the disposal of this subsidiary subsequent to year end on March
13, 2003, the operating results of Prime Wireless have been classified as
discontinued operations in the Consolidated Statement of Operations during 2002.

          The Prime Battery operating results have been included in Consolidated
Statement of Operations for 2002 as continuing operations effective November 1,
2002.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001

          During the year ended December 31, 2002, the Company had a total net
loss of $129,710 ($0.00 per share) compared to a net loss of $2,619,013 ($0.09
per share) during the comparative period a year ago. The primary reasons for the
substantial year over year reduction in net loss are; 1) the Company incurred
substantial non-cash financing expenses during the year ended December 31, 2001
that were not repeated in the current year, and 2) the Company acquired two
operating businesses during fiscal 2002, one of which it disposed of subsequent
to year end which generated gross profit to offset operating expenses. The other
operating business was acquired on December 31, 2002 and operating results were
not consolidated.

          The Company has classified the operating results attributable to 4CASH
and Prime Wireless as discontinued operations in the Consolidated Statement of
Operations. For a further explanation of the discontinued operations
classification please refer to the attached financial statements and the notes
thereto. The loss before discontinued operations was $241,625 during the twelve
month period ended December 31, 2002 compared to a loss before discontinued
operations of $2,590,965 during the year ended December 31, 2001. Income from
discontinued operations during the twelve month period ended December 31, 2002
was $111,953 compared to a loss of $28,048 during the comparative period in the
prior year.

CONTINUING OPERATIONS

          Revenues during the twelve month period ended December 31, 2002 were
$13,162 compared to zero in the prior year. Revenues during the twelve month
period ended December 31, 2002 consisted of miscellaneous revenues earned from
the sale of previously written off equipment.

          Operating expenses during the twelve month period December 31, 2002
were $148,425 compared to $441,622 during the comparative period in the prior
year. The year over year reduction is primarily the result of reduced general
and administrative expenses and reduced interest expense. General and
administrative expenses were reduced from $353,812 during the twelve month
period ended December 31, 2001 to $82,800 during the twelve month period ended
December 31, 2002.


                                       5
<Page>


          General and administrative expenses during fiscal 2002 included; 1)
accounting and audit fees of $24,685, 2) consulting fees of $17,798, 3) $10,639
in general wages, 4) $9,635 in storage costs, 5) $6,708 in transfer agent fees,
6) $6,435 in travel costs, and 7) $6,900 in miscellaneous costs and expenses.
General and administrative expenses during fiscal 2001 included; 1) $143,500 of
IRMG (a related party) management fees, 2) $53,400 in legal fees, 3) $48,564 in
general consulting fees, 4) $44,171 in accounting and audit fees, 5) $31,300 of
directors fees, 6) $15,735 of transfer agent fees, 7) travel costs of $9,260 and
8) $7,882 of various miscellaneous costs and expenses.

          Occupancy costs increased from $13,294 during the twelve month period
ended December 31, 2001 to $40,096 during the twelve month period ended December
31, 2002. Occupancy costs during the last two fiscal years relate to a corporate
office in Markham, Ontario that the Company no longer utilizes. The Company was
committed under a lease agreement to make monthly payments until July 31, 2002.
During fiscal 2002 the Company and the landlord agreed to terminate the lease
early. Under the terms of the settlement the Company agreed to issue 541,300
common shares and pay $15,850. As of December 31, 2002, the Company remains in
default under the cash payment portion of the agreement.

          Interest expense was reduced from $74,516 during fiscal 2001 to
$25,529 during 2002. The decrease is a result of many debenture holders
converting principal and interest outstanding into shares of the Company's
common stock during fiscal 2001. Included in interest expense for fiscal 2002 is
$14,209 payable to related parties under two notes payable of $63,837
(Cdn$100,000) each. During fiscal 2001 all of the interest expense related to
senior subordinated convertible debentures issued to third parties.

          During the twelve month period ended December 31, 2002 the Company
recorded non-cash financing expense of $92,000 compared to $2,317,594 during the
comparative period in the prior year.

          Non-cash financing expense during fiscal 2002 of $92,000 represented
the fair value of warrants to purchase 2,000,000 common shares at an exercise
price of $0.01 per share issued to two related parties that loaned the Company
$63,837 (Cdn$100,000) each.

          Non-cash financing expense of $2,317,594 during fiscal 2001 was a
result of a special offer made to the Company's debenture holders. Debenture
holders were offered the ability to exercise warrants received upon the
conversion of their convertible debenture at $0.05 per warrant rather than the
contracted $0.50 per warrant. The Company used the warrants as a financing
mechanism. In addition the conversion of the debentures substantially improved
the Company's financial condition. This special inducement offer resulted in
debenture holders converting debentures having a face value of $1,524,550 plus
accrued and unpaid interest of $55,324 into 6,319,525 shares of the Company's
common stock.

         The non-cash financing expense during fiscal 2001 represented the
difference in the exercise price between the contracted $0.50 per warrant and
the agreed upon $0.05 per warrant times 5,092,010 warrants actually exercised
plus 441,767 common shares, valued at $0.05 per share issued to debenture
holders who converted their debenture to common shares before the Company
improved the special offer to entice further conversion. The improved offer gave
the debenture holder a credit for unpaid interest against the amount owed for
exercising their warrants.

          In March 2000, the Company participated in private placement for
160,000 shares of common stock of Vianet Technologies Inc. ("Vianet") at $3.00
per share, which trades under the symbol "VNTK" on NASD's OTC Bulletin Board.
The Company invested $480,000 and received 160,000 common shares of Vianet
Technologies and warrants to purchase 240,000 additional common shares at $4.50
per share at any time over the next three years. In 2001 the Company pledged the
securities and granted power of attorney rights to dispose of the shares to the
Company's attorneys as part of a settlement agreement on amounts owed.

          During the year ended December 31, 2002 the market value of the
securities declined from $16,000 to $1,600 and accordingly the Company recorded
a realized loss of $14,400. Effective December 31, 2002, the Company reflected
the transfer of ownership of the shares to the attorneys by offsetting the
remaining value of the securities with amounts owed to the Company's counsel.


                                       6
<Page>


          During the year ended December 31, 2001 the market value of the
securities declined from $33,000 to $16,000. Management determined that the
decline in value of this investment was not of a temporary nature and
accordingly the Company recorded a write down of $17,000 during the year ended
December 31, 2001.

          Other income recorded during the twelve month period ended December
31, 2001 included $5,000 representing a bad debt recovery on a note receivable
arising from the disposition of a wholly-owned subsidiary during fiscal 2000.

          During the twelve month period ended December 31, 2001, the Company
recorded a gain of $180,251 on cancellation of debt. The gain consisted of two
items:

<Table>
               <S>                                      <C>
               Retired principal and interest
                  related to convertible debentures     $  103,430
               Legal fee debt forgiveness                   76,821
                                                        ----------
               Total                                    $  180,251
</Table>

          During fiscal 2000, the Company sold eieiHome Canada and part of the
consideration was cancellation of certain of the Company's convertible
debentures. At time of closing certain of the assignment documents were
incomplete. During the third quarter of fiscal 2001, the Company received the
completed documentation and an acknowledgment from the purchaser that these
additional liabilities had in fact been transferred to the purchaser. As a
result the Company recorded the retirement of principal totaling $101,000 and
interest of $2,430 as a gain during the twelve month period ended December 31,
2001.

          During fiscal 2001, the Company settled $416,821 owed to the Company's
counsel by issuing 1,800,000 common shares, issuing a $160,000 short term note
and receiving debt forgiveness of $76,821. The debt forgiveness component of the
agreement was recorded as a gain on cancellation of debt.

DISCONTINUED OPERATIONS

          Accounting for the discontinued operations is summarized below:

<Table>
<Caption>
                                                                          2002            2001
               <S>                                                     <C>              <C>
               Loss from 4CASH operations                               (4,247)         (48,131)
               Income from Prime Wireless operations                    23,160                -
                                                                   -----------      -----------
               Income (loss) from operations of discontinued
                  operations, net of tax                                18,913          (48,131)

               Gain from management fee forgiveness                     54,037           20,083

               Effect of disposal of 4CASH                              52,378                -
               Loss from write off of 4CASH advances                   (13,375)               -
                                                                   -----------      -----------
               Gain on disposal of subsidiary, net of tax               39,003                -
                                                                   -----------      -----------

               Income (loss) from discontinued operations              111,953          (20,048)
                                                                   -----------      -----------
</Table>

4CASH

          During the twelve month period ended December 31, 2002 and 2001, the
Company also operated through wholly-owned Canadian subsidiary called 4CASH ATM
Services Canada Inc. On March 5, 2002 the Company sold the 4CASH operating
subsidiary to IRMG Inc. an entity owned by the Company's former CEO and current
CFO. The 4CASH operations had a net loss of $48,131 during fiscal 2001 and
$4,247 during fiscal 2002. The financial results of 4CASH for the last two
fiscal years is summarized below:


                                       7
<Page>


<Table>
<Caption>
                                                                          2002             2001
               <S>                                                 <C>              <C>
               Revenues                                            $       729      $     2,499

               Expenses

                    Direct costs                                           295            1,016
                    Selling, general and administrative                  4,546           49,205
                    Depreciation                                           135              409
                                                                   -----------      -----------
                                                                         4,976           50,630
                                                                   -----------      -----------

                    Net (loss)                                     $    (4,247)     $   (48,131)
</Table>


          The Company recorded a gain from management fee forgiveness of $54,037
during the twelve month period ended December 31, 2002. Under the terms of the
sale of the 4CASH subsidiary to IRMG, IRMG granted the Company an option to
satisfy, for full and complete settlement, the outstanding fees under the
management services agreement, totaling approximately $104,350, owed to IRMG for
a cash payment of $15,753. A reduction of approximately $34,560 was applied to
operating expenses of the current period and the remainder of $54,037 was
recognized as a gain from management fee forgiveness.

          On March 5, 2002 as a result of the disposition of 4CASH the Company
recorded the effect of the disposal of $52,378 (representing primarily net
losses of the subsidiary since acquisition) and wrote off advances and
intercompany amounts totalling $13,375 made by the Company to 4CASH since June
2001.

          Also during fiscal 2001, IRMG Inc., a corporation that provided
management services to the Company, agreed to forgive $185,083 in outstanding
fees in order to improve the Company's financial position. $20,083 of the amount
was recorded as a gain on cancellation of debt with the balance credited against
operating expenses.

PRIME WIRELESS

          The operations of Prime Wireless are summarized as follows:

<Table>
<Caption>
                                                                          2002
               <S>                                                  <C>
               Revenues
                    Commission income                                   65,923
                    Sales                                                  255
                                                                    ----------
               Total revenues                                           66,178
               Less:
                    Cost of sales                                          200
                                                                    ----------
               Gross profit                                             65,978

               Operating expenses                                       42,631
                                                                    ----------
               Operating income                                         23,347

                    Depreciation                                           187
                                                                    ----------
                    Net income                                          23,160
                                                                    ----------
                                                                    ----------
</Table>

          Revenues of the Prime Wireless subsidiary were $66,178 for the period
June 7, 2002 to December 31, 2002 consisting of $65,923 in commissions earned on
sales of Vertex Standard two way radios in Canada and $255 of Midland two way
radios. Gross profits from Prime Wireless were $65,978. Prime Wireless earns
commissions from sales and therefore does not record cost of sales against these
revenues.


                                       8
<Page>


          General and administrative expenses of Prime Wireless during fiscal
2002 were $42,631 during the period June 7, 2002 to December 31, 2002. Selling,
general and administrative expenses included $25,860 of salaries and benefits
for one sales employee, $12,073 in selling expenses and $4,698 of various
general and administrative costs and expenses. Depreciation of equipment totaled
$187 during the period June 7, 2002 to December 31, 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

          The discussion and analysis of results of operations and financial
condition are based upon the consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America (GAAP). The preparation of these consolidated financial
statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. Management evaluates the
estimates on an on-going basis, including those related to bad debts,
inventories, investments, customer accounts, intangible assets, income taxes,
and contingencies and litigation. Management bases its estimates on historical
experience and on various other assumptions that they believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Note 2 of the "Notes to
Consolidated Financial Statements" includes a summary of the significant
accounting policies and methods used in the preparation of the consolidated
financial statements. The following is a brief description of the more
significant accounting policies and methods the Company uses.

Revenue Recognition

          Revenue from product sale is recognized when the rights of ownership
of the product are transferred to the purchaser on shipment or delivery and
collection is reasonably assured.

Allowance for Doubtful Accounts

          The Company records an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible.
The criteria for allowance provision are determined based on historical
experience and the Company's assessment of the general financial conditions
affecting its customer base. If the Company's actual collections experience
changes, revisions to the allowance may be required.

Intangible Assets

          Long-lived assets, including intangible assets, are reviewed when
facts and circumstances indicate that the carrying value of the asset may not be
recoverable. When necessary, impaired assets are written down to estimated fair
value based on the best information available. Fair value is determined by
estimated future cash flows and appraised value of the assets.

FINANCIAL CONDITION

          Pursuant to FASB Statement No. 144, the assets and liabilities of
4CASH and Prime Wireless have been disclosed separately as discontinued
operations assets and liabilities.

AS AT DECEMBER 31, 2002

          Total assets of the Company increased from $31,196 at December 31,
2001 to $577,470 at December 31, 2002. The increase in total assets during the
year ended December 31, 2002 is primarily the result of the Company's
acquisition of the Prime Wireless subsidiary on June 7, 2002 (which was disposed
on subsequent to year end on March 13, 2003) and the DCS Battery assets acquired
by our wholly-owned subsidiary, Prime Battery, on December 31, 2002.

          Current assets at December 31, 2001 consisted of marketable securities
valued at $16,000, prepaid expenses of $5,879 and 4CASH receivables of $1,554.
Current assets at December 31, 2002 consisted of $122,129 of trade receivables
associated with the Prime Battery businesses, $40,000 note receivable, cash
reserves of $38,677 and Prime Wireless assets held for sale of


                                       9
<Page>

$23,749. Current assets at December 31, 2002 included $40,000 receivable from a
third party from which the Company had intended to acquire a license. The
Company opted not to pursue the transaction but has retained the exclusive
rights to the products in the United States. The note receivable is due and
payable on June 30, 2003.

          During fiscal year 2000, the Company invested $480,000 in securities
of Vianet. The investment was in units consisting of 160,000 common shares and
warrants to purchase an additional 240,000 common shares. The common shares were
purchased at $3.00 per share and closed at a trading value of $0.10 per share on
December 30, 2001. The Company has applied a 25% valuation discount to the
market price at December 30, 2000 due to the restricted nature of the common
shares and valued the investment at $16,000 at December 31, 2001. During fiscal
year 2001, management judged the decline in market value as other than temporary
and accordingly recorded a $17,000 loss on marketable securities in the
statement of operations during the year ended December 31, 2001. During the
twelve month period ended December 31, 2002, the trading value of the securities
continued to erode and closed at $0.01 per share on December 31, 2002.
Accordingly, the Company has valued the marketable securities at $1,600 and
recorded a $14,400 loss on marketable securities in the statement of operations
during the year ended December 31, 2002. These shares were pledged to the
Company's counsel as part of a fee settlement during fiscal 2001, accordingly
the Company opted to reflect the transfer ownership of the shares by offsetting
the remaining value of the securities with amounts owed to the Company's US
counsel effective December 31, 2002.

          On December 31, 2002, the Company acquired certain battery business
assets from a related party in exchange for; 1) 6,000,000 shares of the
Company's common stock and 2) certain other operating commitments including but
not limited to additional shares to be issued based on certain performance
benchmarks. The battery business assets and liabilities consisted of current
assets of $165,028, intangible assets valued at $235,664 and current liabilities
of $160,692. Management has determined that the value of the intangible assets
associated with the DCS Battery acquisition is $235,664 representing customer
lists and non-contractual customer and supplier relationships. The Company
utilized net present value analysis of the estimated future cash flows to value
these intangible assets.

          Total liabilities of the Company increased from $570,347 at December
31, 2001 to $752,816 at December 31, 2002. All of the liabilities at December
31, 2001 were current liabilities and $682,778 of the liabilities at December
31, 2002 were current.

          At December 31, 2001 the Company had a bank overdraft of $11,839
whereas the cash balance at December 31, 2002 was $38,677. During the year the
Company raised incremental financing through the issuance of notes payable and a
series of private placements of the Company's common stock. Accounts payable as
at December 31, 2001 was $169,982, including $90,593 due to related parties and
accounts payable at December 31, 2002 totaled $124,805, including $27,356 due to
related parties. The reduction in accounts payable is primarily due to the
Company's ability to raise incremental financing. Notes payable increased from
$155,000 at December 31, 2001 to $387,774 ($70,000 of which has been classified
as a long term liability) at December 31, 2002. Accrued expenses decreased from
$92,026 as at December 31, 2001 to $79,137 at December 31, 2002. Senior
subordinated convertible debentures were unchanged at $141,500 during fiscal
2002.

          The increase in notes payable during the twelve month period ended
December 31, 2002 relates to a 5-year note payable recorded at $106,000 (which
has been discounted at a rate of 5% from $120,000 representing its estimated
present value) issued in the purchase of Prime Wireless and two new notes
payable issued to related parties of $63,837 each. Proceeds from the latter
notes payable were utilized to finance working capital of the Prime Battery
business.

          The decrease in accrued expenses is the result of decreases in accrued
professional fees and other miscellaneous accrued expenses partially offset by
an increase in accrued interest expenses. Other miscellaneous accrued expenses
decreased from $29,500 at December 31, 2001 to $7,152 at December 31, 2002. The
December 31, 2002 balance represents amounts owed to a third party with respect
to a settlement agreement on a premise lease the Company was obligated under for
its former corporate office. Accrued interest expense increased from $21,226 at
December 31, 2001 to $43,035 at December 31, 2002. Over one-half of the increase
($14,209) relates to interest payable under two new $63,837 notes payable issued
to related parties while $11,320 relates to accrued and unpaid interest on
$141,500 of the Company's senior subordinated convertible debentures. Accrued
professional fees decreased from $23,000 at December 31, 2001 to $10,650 as at
December 31, 2002. The decrease is a result of payments made.

          The stockholders' deficit decreased from $539,151 at December 31, 2001
to $175,346 at December 31, 2002. The decrease of $363,843 is attributable to a
net increase in common stock, common subscribed and additional paid-in capital


                                       10
<Page>

partially offset by the loss for the year. Common stock and additional paid in
capital increased by $282,015 and is comprised of the following:

          1.   9,950,000 common shares issued at share prices between $0.01 and
               $0.05 under private placements for total net proceeds of
               $141,500,

          2.   A $92,000 non-cash financing fee recorded as an increase to
               additional paid in capital representing the fair value of
               warrants to purchase 2,000,000 common shares issued to related
               parties providing loans to the Company,

          3.   420,000 common shares issued in connection with services provided
               valued at $21,450, and

          4.   541,300 common shares issued in debt settlements valued at
               $27,065.

          In addition the Company recorded a net increase of $211,500 in common
stock subscribed from $41,250 at December 31, 2001 to $252,750 at December 31,
2002. The increase is the result of: 1) 500,000 shares valued at $22,500 (net of
a 10% commission paid) issued in 2002 but subscribed for in 2001, 2) 375,000
shares issued in 2002 for services provided in 2001 valued at $18,750, more than
offset by: 3) 6,000,000 shares issued subsequent to year end and associated with
the 2002 DCS Battery acquisition (valued at $240,000), and 4) 637,500 shares
subscribed for in 2002 but not issued until 2003 (valued at $12,750).

          The Company's deficit increased from $8,391,552 at December 31, 2001
to $8,521,262 at December 31, 2002 as a result of the $129,710 loss for the
year.

SUMMARY OF DISCONTINUED ASSETS AND LIABILITIES

The major categories of discontinued operations assets and liabilities at
December 31, 2002 were as follows:

<Table>
<Caption>
                                                                         2002
               <S>                                                 <C>
               Assets of discontinued operations:
               Prime Wireless:
               Cash                                                 $          836
               Accounts receivable                                          22,913
                                                                    --------------

               Assets of discontinued operations - current          $       23,749
                                                                   ---------------

               Prime Wireless:
               Equipment, net                                       $          777
               Intangible assets                                           116,474
                                                                    --------------

               Assets of discontinued operations - non current      $      117,251
                                                                   ---------------

               Liabilities of discontinued operations:
               Prime Wireless:
               Accounts payable                                     $       19,600
                                                                   ---------------

               Liabilities of discontinued operations - current     $       19,600
                                                                   ---------------
</Table>

          On June 7, 2002 the Company acquired the Prime Wireless subsidiary
from a related party for; a) $40,000 cash, b) a $120,000 note payable (which has
been discounted to $106,000 representing its present value using a 5% discount
rate), and c) a commitment to share 50% of the sale of the business with the
vendor. The excess of the purchase consideration ($146,000) over the assets
acquired ($29,526) was allocated to intangible assets ($116,474) representing
primarily tooling, trade names and other intellectual property. Accordingly, at
December 31, 2002 the intangible assets associated with the Prime Wireless
acquisition were valued at $116,474.


                                       11
<Page>

LIQUIDITY AND CAPITAL RESOURCES

          The Company made two acquisitions (one of which was disposed of
subsequent to year end) during the year ended December 31, 2002. Overall the
Company did not generate sufficient earnings to offset its operating expenses.
However, the Company continues to be able to raise incremental financing by way
of private placements and notes payable.

          At December 31, 2002, the Company had a working capital deficit of
$458,223 slightly improved from the working capital deficit of $546,914 at
December 31, 2001. Included in current assets were $122,129 of trade accounts
receivable and $38,677 in cash reserves evidencing operating cashflows that were
not present a year ago.

          During 2002, the Company issued 9,950,000 common shares under private
placements for total net proceeds of $141,500. The Company issued 500,000 common
shares at $0.05 per share, 2,450,000 common shares at $0.02 per share and
7,000,000 common shares at $0.01 per share. In addition, related parties
provided a total of $127,674 under short term notes payable. Proceeds from these
notes and private placements were used to pay operating costs and to provide the
initial funding of purchases of battery products in the Prime Battery
subsidiary.

          At December 31, 2002 there remained 1,227,515 issued but unexercised
warrants outstanding and 696,184 warrants issuable upon the conversion of the
Company's remaining unconverted debentures (all exercisable at $0.50 per
warrant) that could provide a financing source in the future. Related parties
also hold 7,000,000 warrants to purchase the Company's common stock at exercise
prices of between $0.01 and $0.50 per share. However, the Company cannot offer
any assurances that the existing debenture or warrant holders would agree to
convert to common shares or exercise their resulting warrants.

          In order to continue to build upon the early success shown by the new
operating subsidiaries, management believes that substantial incremental
financing will be required. The Company anticipates sourcing additional
financing through a mixture of debt and equity private placements, which may be
prove to be dilutive to existing common shareholders.

          The Company does not have any material sources of liquidity of off
balance sheet arrangements or transactions with unconsolidated entities.

          Contractual obligation and commitments

          The Company has a variety of contractual debt obligations and other
commercial commitments that represent prospective cash requirements in addition
to any capital expenditure programs. The following is a summarized table of
contractual obligations. See additional details in Notes 8 and 14 to the
Consolidated Financial Statements.

<Table>
<Caption>
                                              TOTAL            SHORT-TERM      1-3 YEARS       4-5 YEARS
                                           --------            ----------      ---------       ---------
<S>                                        <C>                 <C>             <C>             <C>
Notes payable                              $387,774              $314,388        $63,592          $9,694
Operating leases                             24,706                13,476         11,230               -
Premises lease                               11,412                11,412              -               -
                                           --------            ----------      ---------       ---------
Total cash obligations                     $423,892              $339,376        $74,822           $9694
</Table>

     In addition the Company is contractually obligated as follows:

          1.   The Company's obligation to issue up to an additional 10,000,000
               common shares to the owner of DCS Battery, subject to certain
               performance benchmarks within two years of November 1, 2002 under
               the November 1, 2002 DCS Battery asset purchase agreement, and

          2.   The Company's obligation to pay the owner of DCS Battery sales
               commissions as agreed on April 1, 2003.


                                       12
<Page>

CONTROLS AND PROCEDURES

          The Company maintains a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management in a
timely manner. Management has reviewed this system of disclosure controls and
procedures, and believes that the system is operating in an effective way to
ensure appropriate and timely disclosure.

          There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

ITEM 7.  FINANCIAL STATEMENTS


                                       13
<Page>

                 AMENDED PIVOTAL SELF-SERVICE TECHNOLOGIES INC.

                           DECEMBER 31, 2002 AND 2001

                                    CONTENTS

Independent Auditor's Report                                             F1

Consolidated Balance Sheet                                               F3

Consolidated Statements of Operations                                    F4

Consolidated Statements of Changes in Stockholders' Deficiency           F5

Consolidated Statements of Cash Flows                                    F6

Notes to Consolidated Financial Statements                               F8
<Page>


                          INDEPENDENT AUDITOR'S REPORT

To the Directors of
Pivotal Self-Service Technologies Inc.

We have audited the accompanying consolidated balance sheet of Pivotal
Self-Service Technologies Inc., as of December 31, 2002, and the related
consolidated statements of operations, changes in stockholders' deficiency and
cash flows for the year ended December 31, 2002. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Pivotal Self-Service
Technologies Inc. at December 31, 2002, and the results of its operations and
its cash flows for the year ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. At December 31, 2002 the Company
had a working capital deficit of $458,261 and an accumulated deficit of
$8,521,262. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Management's plans in regard to these matters are also discussed in note 1.

Toronto, Ontario                                          Mintz & Partners, LLP
April 7, 2003                                             Chartered Accountants


                                                                            F-1
<Page>


                          INDEPENDENT AUDITOR'S REPORT

To the Directors of
Pivotal Self-Service Technologies Inc.

We have audited the statement of operations, changes in stockholders' deficiency
and cash flows of Pivotal Self-Service Technologies Inc. for the year ended
December 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Pivotal
Self-Service Technologies Inc. for the year ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. During 2002, the Company sold its operating
subsidiary. Additionally, at December 31, 2001 the Company had a working capital
deficit of $546,914 and an accumulated deficit of $8,391,552. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Management's plans in regard to
these matters are also discussed in note 1.

                                                                            PKF
New York, New York                                 Certified Public Accountants
April 9, 2002                                        A Professional Corporation


                                                                            F-2
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                           CONSOLIDATED BALANCE SHEET

AS AT DECEMBER 31, 2002


<Table>
                                     ASSETS

<S>                                                                              <C>
CURRENT
    Cash                                                                         $        38,677
    Accounts receivable                                                                  122,129
    Note receivable (note 4)                                                              40,000
    Assets of discontinued operations (note 6)                                            23,749
                                                                                 ---------------

TOTAL CURRENT ASSETS                                                                     224,555

INTANGIBLE ASSETS (note 5)                                                               235,664
ASSETS OF DISCONTINUED OPERATIONS (note 6)                                               117,251
                                                                                 ---------------

TOTAL ASSETS                                                                     $       577,470
                                                                                 ---------------
                                                                                 ---------------

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
    Accounts payable, including amounts due to affiliates
       of $27,356 (note 9)                                                        $      124,805
    Accrued liabilities
       Interest, including amounts owed to affiliates of $10,489 (note 9)                 43,035
       Professional fees                                                                  10,650
       Director's fees                                                                    18,300
       Other                                                                               7,152
    Notes payable (note 8)                                                               317,774
    Senior subordinated convertible debentures (note 7)                                  141,500
    Liabilities of discontinued operations (note 6)                                       19,600
                                                                                 ---------------

TOTAL CURRENT LIABILITIES                                                                682,816
                                                                                 ---------------

    NOTES PAYABLE (note 8)                                                                70,000
                                                                                 ---------------

TOTAL LIABILITIES                                                                        752,816
                                                                                 ---------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $100 par value, 8%, non-voting, convertible,
2,000 shares authorized, no shares issued and outstanding                                      -
Common stock, $.001 par value, 150,000,000 shares authorized,
53,953,606 shares issued and outstanding (note 12)                                        53,953
Common stock subscribed (note 12)                                                        252,750
Additional paid-in capital                                                             8,039,213
Accumulated deficit                                                                   (8,521,262)
                                                                                 ---------------
    TOTAL STOCKHOLDERS' DEFICIENCY                                                      (175,346)
                                                                                 ---------------
    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                               $       577,470
                                                                                 ---------------
                                                                                 ---------------
</Table>


                             SEE ACCOMPANYING NOTES                         F-3
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                                             DECEMBER 31
FOR THE YEARS ENDED                                                                    2002                2001
---------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                  <C>
Revenues                                                                          $        13,162      $            -
                                                                                  ---------------      --------------

Operating expenses
     Selling, general and administrative (note 9)                                          82,800             353,812
     Occupancy (note 14)                                                                   40,096              13,294
     Interest (notes 7 and 8)                                                              25,529              74,516
                                                                                  ---------------      --------------
                  Total operating expenses                                                148,425             441,622

Other (income) expense
     Non-cash financing expense (note 10)                                                  92,000           2,317,594
     Realized loss/write down of marketable securities (note 3)                            14,400              17,000
     Other income                                                                               -              (5,000)
                                                                                  ---------------      --------------

                  Total expenses                                                          254,825           2,771,216
                                                                                  ---------------      --------------

Loss before extraordinary item and discontinued operations                               (241,663)         (2,771,216)

Extraordinary item
     Cancellation of indebtedness (note 11)                                                     -             180,251
                                                                                  ---------------      --------------

Loss before discontinued operations                                                      (241,663)         (2,590,965)

Discontinued operations (note 6)
     Income (loss) from operations of discontinued operations, net of tax                  18,913             (48,131)
     Gain from management fee forgiveness                                                  54,037              20,083
     Gain on disposal of subsidiary, net of tax                                            39,003                   -
                                                                                   --------------      --------------
Income (loss) from discontinued operations                                                111,953             (28,048)
                                                                                   --------------      --------------

Net loss                                                                           $     (129,710)     $   (2,619,013)
                                                                                   --------------      --------------
                                                                                   --------------      --------------

Basic net loss per share of common stock (note 2)
Weighted average number of common shares outstanding (note 2)                          45,917,502          27,576,124
     Basic loss per share                                                          $        (0.00)     $        (0.09)
     Loss from continuing operations                                               $        (0.00)     $        (0.10)
     Extraordinary item                                                                      -         $         0.01
     Loss from discontinued operations                                             $        (0.00)     $        (0.00)
</Table>


                             SEE ACCOMPANYING NOTES                         F-4
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                           DECEMBER 31, 2002 AND 2001

<Table>
<Caption>
                                     Common Stock                Common         Additional                              Total
                             -----------------------------       Stock            Paid-In         Accumulated       Stockholders'
                                Shares           Amount        Subscribed         Capital           Deficit          Deficiency
                             -------------     -----------    -------------     ------------    ---------------    ---------------
<S>                          <C>               <C>            <C>               <C>             <C>                <C>
Balance, December 31, 2000    16,651,278       $  16,651      $         -       $ 1,262,273     $  (5,772,539)     $    (4,493,615)

Exercise of warrants           5,533,777           5,534                -         2,564,841                 -            2,570,375

Issuance of common
 stock in connection
 with conversion of notes
 and accrued interest          8,431,251           8,431                -         3,683,166                 -            3,691,597

Shares cancelled in
 connection with purchase
 of subsidiary                10,000,000          10,000                -           (10,000)                -                  -

Stock issue costs                      -               -                -            (3,245)                -               (3,245)

Issuance of common stock in
 settlement of outstanding
 debts                         2,426,000           2,426                -           271,074                 -              273,500

Common stock subscribed                -               -           41,250                 -                 -               41,250

Net (loss) for year ended
 December 31, 2001                     -               -                -                 -        (2,619,013)          (2,619,013)
                             -------------     -----------    -------------     ------------    ---------------    ---------------

Balance, December 31, 2001    43,042,306          43,042           41,250         7,768,109        (8,391,552)            (539,151)

Issuance of common
 stock in connection with
 private placements            9,950,000           9,950          (22,500)          131,550                 -              119,000

Adjustment arising from
 warrants issued pursuant
 to notes payable (note 12)                                                          92,000                                 92,000

Issuance of common stock in
 connection with services
 provided                        420,000             420          (18,750)           21,030                 -                3,000

Issuance of common stock in
 settlement of outstanding
 debts (note 14)                 541,300             541                -            26,524                 -               27,065

Common stock subscribed
 (note 12)                             -               -          252,750                 -                 -              252,750

Net loss for year ended
 December 31, 2002                     -               -                -                 -          (129,710)            (129,710)
                             -------------     -----------    -------------     ------------    ---------------    ---------------

Balance, December 31, 2002    53,953,606       $  53,953      $   252,750       $ 8,039,213     $  (8,521,262)     $      (175,346)
                             -------------     -----------    -------------     ------------    ---------------    ---------------
</Table>


                             SEE ACCOMPANYING NOTES                         F-5
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                            STATEMENTS OF CASH FLOWS

<Table>
<Caption>
FOR THE YEARS ENDED                                                                    DECEMBER 31
                                                                              2002                 2001
------------------------------------------------------------------------------------------------------------

                                                                                    Year Ended
                                                                                    December 31
                                                                         -----------------------------------
                                                                              2002                2001
                                                                         ----------------    ---------------
<S>                                                                      <C>                 <C>
Cash flows from operating activities
     Net (loss)                                                          $    (129,710)      $  (2,619,013)
     Adjustment to reconcile net (loss) to net cash
      (used) by operating activities
         Common stock issued and subscribed for services                        21,450              26,750
         Common stock issued in rent settlement                                 27,065                   -
         Cancellation of indebtedness                                                -            (200,334)
         Non-cash financing expense                                             92,000           2,317,594
         Realized loss/write down of marketable securities                      14,400              17,000
     Changes in operating assets and liabilities
         Receivables                                                          (120,575)             (1,554)
         Other receivable                                                      (40,000)                  -
         Prepaid expenses                                                        5,879                 306
         Accounts payable                                                      (40,841)             80,077
         Accrued expenses                                                      (12,889)             29,261
                                                                         ----------------    ---------------
                  Net cash (used) by operating activities                     (182,681)           (349,913)
                                                                         ----------------    ---------------

Cash flows used in investing activities
     Purchase of equipment                                                           -              (7,806)
     Acquisition and disposal of subsidiaries                                   (6,577)                  -
                                                                         ----------------    ---------------
                  Net cash used in investing activities                         (6,577)             (7,806)
                                                                         ----------------    ---------------

Cash flows from financing activities
     Change in bank overdraft                                                  (11,839)             11,882
     Proceeds from issuance of notes payable                                   126,774                   -
     Payment of stock issue costs                                                    -              (3,245)
     Proceeds from common stock subscribed                                           -              22,500
     Proceeds from exercise of warrants                                              -             159,937
     Proceeds from issuance of common stock                                    113,000                   -
     Payment on note payable                                                         -              (5,000)
     Payment on note payable - shareholder                                           -                   -
     Due to/from related parties, net                                                -             171,548
                                                                         ----------------    ---------------
                  Net cash provided by financing activities                    227,935             357,622
                                                                         ----------------    ---------------

Net increase (decrease) in cash                                                 38,677                 (97)

Cash, beginning of year                                                              -                  97
                                                                         ----------------    ---------------

Cash, end of year                                                        $      38,677       $           -
                                                                         ----------------    ---------------
</Table>


                             SEE ACCOMPANYING NOTES                         F-6
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

Supplemental disclosure of non-cash financing activities

     o    During 2002, the Company issued 6 million common shares valued at
          $240,000 to acquire certain business assets. At December 31, 2002
          these shares had not yet been issued and were recorded in common stock
          subscribed.

     o    During 2002, the Company acquired a subsidiary with net assets of
          $29,526 in exchange for $40,000 in cash and a note payable of $120,000
          ($106,000 discounted value, see note 8c).

     o    During 2002, the Company issued 541,300 common shares valued at
          $27,065 to a third party as partial settlement on an office lease.

     o    During 2002, the Company issued 375,000 common shares valued at
          $18,750 for investor and public relations services provided and 45,000
          common shares valued at $2,700 for general consulting services
          provided.

     o    During 2001, Simmonds Capital Limited converted its $2 million
          convertible debenture plus accrued interest of $194,195 partially
          offset by an amount payable to the Company of $82,469 into 2,111,726
          shares of common stock.

     o    During 2001, $1,524,550 of senior subordinated convertible debentures
          plus accrued interest of $55,324 were converted into 6,319,525 shares
          of common stock.

     o    During 2001, the purchaser of a former subsidiary confirmed its
          liability for $101,000 of the senior subordinated convertible
          debentures previously reflected as a liability by the Company.
          Accordingly, $101,000 plus related accrued interest of $2,430 was
          reflected as cancellation of debt.

     o    During 2001, the Company issued 10 million shares of its common stock
          as partial consideration for the purchase of certain intangible assets
          valued at $ -0-.

     o    During 2001, a portion of accounts payable in the amount of $416,821
          was satisfied by issuance of a note payable of $160,000 and issuance
          of 1.8 million shares of common stock valued at $180,000, resulting in
          a cancellation of debt of $76,821.

     o    During 2001, accrued directors' fees in the amount of $93,500 were
          satisfied by issuance of 626,000 shares of common stock.

     o    During 2001, a portion of accounts payable in the amount of $20,083
          was forgiven and was reflected in cancellation of debt.

     o    During 2001, the Company issued 160,000 shares of its common stock and
          375,000 shares of common stock were subscribed in settlement for
          services valued at $26,750.

     o    During 2001, $84,841 of accrued interest to convertible debenture
          holders was utilized to satisfy exercise of warrants.


                             SEE ACCOMPANYING NOTES                         F-7
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     GOING CONCERN BASIS OF PRESENTATION

     The consolidated financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the liquidation of
     liabilities in the ordinary course of business. As shown in the
     accompanying financial statements, the Company has assets of $577,470, has
     a working capital deficit of $458,262 and a stockholders' deficiency of
     $175,346 at December 31, 2002. As a result, substantial doubt exists about
     the Company's ability to continue to fund future operations using its
     existing resources.

     In order to ensure the success of the new business, the Company will have
     to raise additional financing to satisfy existing liabilities and to
     provide the necessary funding for future operations.

     DESCRIPTION OF BUSINESS

     Pivotal Self-Service Technologies Inc. ("Pivotal" or the "Company"),
     formerly known as Wireless Ventures, Inc. conducted its business during
     2002 through a series of wholly owned subsidiaries.

     On December 31, 2002, the Company acquired certain assets of DCS Battery
     Products Limited through a newly incorporated Prime Battery Products
     Limited ("Prime Battery") (see note 5). Prime Battery began to distribute
     batteries and other ancillary products in North America subsequent to
     year-end.

     The Company also conducted its business during a part of fiscal 2002
     through another wholly-owned Canadian subsidiary known as Prime Wireless
     Inc. ("Prime Wireless"). The Company acquired all of the issued and
     outstanding Prime Wireless common shares on June 7, 2002 and disposed of
     the subsidiary on March 13, 2003 (see note 6b).

     Between June 2001 and February 2002, the business of Pivotal was conducted
     through a wholly-owned Canadian subsidiary called 4CASH ATM Services Canada
     Inc. ("4CASH"). 4CASH operated in the self-service technology sector
     (defined as the deployment of Automated Teller Machines, information kiosks
     and Point of Sale debit machines). During February 2002, the Board of
     Directors made the decision not to continue to pursue the self-service
     technology business plan. On March 5, 2002, the Company sold its
     wholly-owned subsidiary, 4CASH, to IRMG Inc. ("IRMG"), a private
     corporation controlled by the Company's former CEO and current CFO (see
     note 6a).

     Between October 1999 and June 2000, the business of the Company was
     conducted through its wholly-owned subsidiary, eieiHome.com Inc. Due to
     continuing operating losses, effective June 26, 2000 the Company sold all
     of the shares of eieiHome.com Inc.

     Subsequent to the sale of eieiHome.com Inc., at a special meeting of
     shareholders held on September 25, 2000, the Company changed its name from
     eieiHome.com Inc. to Wireless Ventures, Inc.

     On June 15, 2001, Pivotal acquired the 4CASH from IRMG and began to execute
     a business plan involved in the self-service technology sector.


/CONTINUED...                                                               F-8
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

     On September 21, 2001, the Company changed its name from Wireless Ventures,
     Inc. to Pivotal Self-Service Technologies Inc. and increased the number of
     authorized shares from 75,000,000 to 150,000,000.

     The financial statements in 2002 include the accounts of the Company and
     its wholly-owned subsidiary Prime Battery. The operating results of Prime
     Wireless in 2002 and 4CASH in 2002 and 2001 have been classified as
     discontinued operations. The assets and liabilities of Prime Wireless and
     4CASH have been separately disclosed as held for sale. All intercompany
     accounts and transactions are eliminated in consolidation.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Use of estimates

          The preparation of consolidated financial statements in conformity
          with generally accepted accounting principles requires management to
          make estimates and assumptions that affect the reported amounts of
          assets and liabilities and disclosures of contingent assets and
          liabilities at the date of the financial statements and the reported
          amounts of revenue and expenses during the period. Actual results will
          differ from these estimates.

     Allowance for Doubtful Accounts

          The Company records an allowance for doubtful accounts based on
          specifically identified amounts that management believes to be
          uncollectible. The criteria for allowance provision are determined
          based on historical experience and the Company's assessment of the
          general financial conditions affecting its customer base. If the
          Company's actual collections experience changes, revisions to the
          allowance may be required.

     Acquisitions and business combinations

          The Company accounts for acquisitions and business combinations under
          the purchase method of accounting. The Company includes the results of
          operations of the acquired business from the acquisition date. Net
          assets of the companies acquired are recorded at their fair value at
          the acquisition date. The excess of the purchase price over the fair
          value of net assets acquired are included in intangible assets in the
          accompanying consolidated balance sheets.

     Intangibles and goodwill

          The Company regularly reviews all of its long-lived assets, including
          goodwill and other intangible assets, for impairment whenever events
          or changes in circumstances indicate that the carrying value may not
          be recoverable. Factors the Company considers important that could
          trigger an impairment review include, but are not limited to,
          significant underperformance relative to historical or projected
          future operating results, significant changes in the manner of use of
          the acquired assets or the strategy for the Company's overall
          business, and significant negative industry or economic trends. When
          management determines that an impairment review is necessary based
          upon the existence of one or more of the above indicators of
          impairment, the Company measures any impairment based on a projected
          discounted cash flow method using a discount rate commensurate with
          the risk inherent in our current business model. Significant judgement
          is required in the development of projected cash flows for these
          purposes including assumptions regarding the appropriate level of
          aggregation of


/CONTINUED...                                                               F-9
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

          cash flows, their term and discount rate as well as the underlying
          forecasts of expected future revenue and expense. To the extent that
          events or circumstances cause assumptions to change, charges may be
          required which could be material.

     Investments

          The Company's marketable securities are classified as
          available-for-sale and are recorded at fair value. Available for sale
          unrealized gains and losses, net of tax are recorded in stockholders'
          equity. Realized gains or losses and other than temporary declines in
          value, if any are reported in other income or expense as incurred.

     Advertising and marketing costs

          The Company expenses the costs of advertising and marketing as
          incurred. The Company did not incur any advertising and marketing
          expenses for the years ended December 31, 2002 and 2001.

     Income taxes

          The Company accounts for income taxes in accordance with Statement of
          Financial Accounting Standards ("SFAS") No. 109, Accounting for Income
          Taxes. Under SFAS No. 109, deferred tax assets and liabilities are
          determined based on temporary differences between the financial
          statement and tax bases of assets and liabilities and net operating
          loss and credit carryforwards using enacted tax rates in effect for
          the year in which the differences are expected to reverse. Valuation
          allowances are established when necessary to reduce deferred tax
          assets to the amounts expected to be realized. A provision for income
          tax expense is recognized for income taxes payable for the current
          period, plus the net changes in deferred tax amounts.

     Financial instruments

          The fair values of the financial assets and liabilities are indicated
          by their carrying value.

     Net loss per share

          For both 2002 and 2001, net loss per share has been computed using the
          net loss for the year divided by the weighted average number of shares
          outstanding.

          Diluted loss per share is not presented as the effects of convertible
          debentures, warrants and options are anti-dilutive.

     Comprehensive income

          The only component of Comprehensive Income would be net exchange
          differences arising from the translation of Canadian dollar
          transactions as recorded in the statement of operations. As described
          above for 2002 and 2001 these differences were not material.


/CONTINUED...                                                              F-10
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

     Foreign currency

          The functional currency of the company is the U.S. dollar and the
          functional currency of the wholly owned subsidiary (which was acquired
          on December 31, 2002) located in Canada is the Canadian dollar. Assets
          and liabilities of this subsidiary are translated to U.S. dollars at
          year-end exchange rates and income statement items are translated at
          the exchange rates present at the time such transactions arise.
          Resulting translation adjustments, if material, are recorded as a
          separate component of accumulated other comprehensive income, a
          component of stockholders' equity (deficit). The net exchange
          differences resulting from these translations were included in the
          statement of operations in 2002 and 2001. For both 2002 and 2001 such
          exchange differences were not material.

3.   MARKETABLE SECURITIES

     In 2000, the Company purchased 160,000 shares of common stock of a
     publicly-traded entity for $480,000. In 2001 the Company pledged the
     securities and granted power of attorney rights to dispose of the shares to
     the Company's attorneys as part of a settlement agreement on amounts owed
     (note 8a).

     During the year ended December 31, 2002 the market value of the securities
     declined from $16,000 to $1,600 and accordingly the Company recorded a
     realized loss of $14,400. Effective December 31, 2002, the Company
     reflected the transfer of ownership of the shares to the attorneys by
     offsetting the remaining value of the securities with amounts owed to the
     Company's counsel.

     During the year ended December 31, 2001 the market value of the securities
     declined from $33,000 to $16,000. Management determined that the decline in
     value of this investment was not of a temporary nature and accordingly the
     Company recorded a write down of $17,000 during the year ended December 31,
     2001.

4.   NOTE RECEIVABLE

     On October 15, 2002, the Company entered into a letter of intent to acquire
     an exclusive license for the manufacture and sale of a new line of high-end
     stone like products in the United States from a third party. Subsequently
     the Company, with the consent of the third party opted not to pursue the
     opportunity. During 2002 the Company had advanced $40,000 to the third
     party. On December 6, 2002, the advances were converted to a note
     receivable secured by the Company retaining the exclusive rights for the
     products. The note is non-interest bearing and is due and payable on June
     30, 2003.

5.   PRIME BATTERY ACQUISITION AND INTANGIBLE ASSET

     On December 31, 2002, the Company, through a newly incorporated wholly
     owned subsidiary named Prime Battery, acquired certain assets of DCS
     Battery Products Ltd. ("DCS Battery").

     DCS Battery is owned by a relative of the Company's Chief Executive Officer
     and one of its Directors.

     Under the terms of the agreement Prime Battery acquired assets as follows:


/CONTINUED...                                                              F-11
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

          -    All assets and intellectual property rights of DCS Battery
               including all trademarks, tradenames, distribution agreements
               with Konnoc Battery in Canada and the United States of America,
               and all agreements or relationships with dollar stores in Canada
               and the United States,

          -    All inventory, and

          -    All contracts, books and records.

     in exchange for:

          -    6,000,000 newly issued common shares of the Company's common
               stock, and

          -    The right to earn an additional 2,000,000 newly issued common
               shares of Pivotal for every $100,000 of net profit earned by the
               Prime Battery business during the two year period beginning on
               November 1, 2002 to a maximum of 10,000,000 additional shares.

     Under the terms of the agreement the Company also agreed as follows:

          -    To finance the newly acquired business with $126,780
               (CAD$200,000) in cash,

          -    To share up to 50% of the net gross profit (subject to the Prime
               Battery business earning a minimum gross profit of 15%) of the
               business with A.C. Simmonds and Sons ("ACS" an entity also owned
               by a relative of the Company's Chief Executive Officer) in
               exchange for management, distribution and logistical services
               provided by ACS to the Prime Battery business, and

          -    To sell any battery products to ACS intended to be sold to
               industrial accounts at cost plus 10%.

     At December 31, 2002 the Company opted not to acquire any of the
     inventories owned by DCS Battery for its own account.

     The acquisition is accounted for using the purchase method. The fair value
     of the assets and liabilities acquired are as follows:

<Table>
          <S>                                                         <C>
          Current assets                                              $165,028
          Intangible assets                                            235,664
                                                                      --------
                                                                       400,692
          Less:
          Liabilities                                                  160,692
                                                                      --------
          Net assets acquired at fair values                          $240,000
          Total consideration:
          6,000,000 shares of the Company's common stock              $240,000
</Table>

     The excess of the purchase price over net assets acquired has been
     allocated to intangible assets, representing customer lists and
     non-contractual customer relationships. Management has valued the Prime
     Battery intangible assets at $235,664 based on estimated future cash flows
     arising from two retail customers.


/CONTINUED...                                                              F-12
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

6.   DISCONTINUED OPERATIONS

     In 2002, the Board of Directors made the decision to focus the business of
     the Company on the battery distribution business unit.

     During the first quarter of 2002 the Board of Directors committed to sell
     or close down the 4CASH subsidiary primarily due to the incremental
     financing that would be required to make the business successful. Two of
     the Company's directors, through a company they controlled IRMG Inc.
     ("IRMG"), offered to acquire the subsidiary. The 4CASH subsidiary was sold
     to IRMG on March 5, 2002.

     During the fourth quarter of 2002, the Company committed to a plan ,
     approved by the Board of Directors prior to year end, to dispose of the
     Prime Wireless subsidiary. Management initiated an active plan to sell the
     subsidiary at a price in relation to its market value and held discussions
     with a prospective buyer. The Company came to terms on a transaction and
     sold the subsidiary on March 13, 2003.

     The Company has accounted for the disposition of 4CASH and Prime Wireless
     in accordance with Financial Accounting Standards Board ("FASB") Statement
     No. 144. Under FASB No. 144 the net gain or loss from the disposition of
     these assets is classified as discontinued operations in the Consolidated
     Statements of Operations and the assets and liabilities of 4CASH and Prime
     Wireless are separately disclosed as held for sale in the Consolidated
     Balance Sheets.

     Accounting for the discontinued operations is summarized below:

<Table>
<Caption>
                                                                     2002            2001

          <S>                                                 <C>              <C>
          Loss from 4CASH operations                               (4,247)         (48,131)
          Income from Prime Wireless operations                    23,160                -
                                                              -----------      -----------
          Income (loss) from operations of discontinued
             operations, net of tax                                18,913          (48,131)

          Gain from management fee forgiveness                     54,037           20,083

          Effect of disposal of 4CASH                              52,378                -
          Loss from write off of 4CASH advances                   (13,375)               -
                                                              -----------      -----------
          Gain on disposal of subsidiary, net of tax               39,003                -
                                                              -----------      -----------

          Income (loss) from discontinued operations              111,953          (28,048)
                                                              -----------      -----------
</Table>

     (a) 4CASH ACQUISITION AND DISPOSITION

     On June 15, 2001, the Company acquired certain intangible assets of 4CASH
     from IRMG (an affiliated entity by virtue of its ownership position in the
     Company) through an asset purchase agreement. Pursuant to the Asset
     Purchase Agreement, the Company issued 10 million shares of its common
     stock to IRMG and issued warrants to purchase 1.1 million common shares at
     $0.10 per share to the President of IRMG. In addition, (1) the Company
     issued three-year warrants to IRMG to purchase 5 million common shares at
     $0.10 per share which vest subject to the achievement of cumulative net
     profits from the date of closing and (2) subject to achieving cumulative
     pre-tax net profits of $1 million within 2 years from closing, the Company
     agreed to issue an additional 10 million common shares to IRMG. The Company
     also agreed to enter into a 3-year management services agreement with IRMG
     under which IRMG would provide certain management


/CONTINUED...                                                              F-13
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

     services to the Company. The historical cost basis of the intangible assets
     acquired amounted to $-0- and, accordingly, no value was assigned to the
     assets acquired or the consideration paid.

     On March 5, 2002, the Company entered into an agreement whereby the 4CASH
     subsidiary was sold back to IRMG. In exchange for the 4CASH subsidiary,
     IRMG and certain directors of IRMG agreed to surrender and cancel; 1) its
     rights to obtain an additional 10 million common shares subject to
     achieving certain net profit levels, and 2) warrants to purchase 6.1
     million shares as originally issued as part of the acquisition in June
     2001. The original 10 million shares of the Company's common stock issued
     in the purchase transaction in June 2001 were retained by IRMG.

     The discontinued operations of 4CASH are summarized as follows:

<Table>
<Caption>
                                                                  2002            2001
          <S>                                                 <C>              <C>

          Revenues                                                    729            2,499
                                                              -----------      -----------
          Expenses
               Direct costs                                           295            1,016
               Selling, general and administrative                  4,546           49,205
               Depreciation                                           135              409
                                                              -----------      -----------
                                                                    4,976           50,630
                                                              -----------      -----------

                 Net loss from discontinued operations             (4,247)         (48,131)
                                                              -----------      -----------
                                                              -----------      -----------
</Table>

     Under the terms of the sale of the 4CASH subsidiary to IRMG, IRMG granted
     the Company an option to satisfy, for full and complete settlement, the
     outstanding fees under the management services agreement, totalling
     approximately $104,350, owed to IRMG for a cash payment of $15,753
     (CAD$25,000). During the year ended December 31, 2002 the payment was made
     and the Company recorded a $34,560 credit to general and administrative
     expenses in respect of expenses previously recorded in 2002. Additionally
     $54,037 was recorded as a gain from forgiveness of management fees
     representing fees accrued in prior years.

     On March 5, 2002 as a result of the disposition of 4CASH the Company
     recorded the effect of the disposal of $52,378 (representing primarily net
     losses of the subsidiary while owned by the Company) and wrote off advances
     and intercompany amounts totalling $13,375 made by the Company to 4CASH
     since June 2001.

     During 2001 IRMG forgave management fees of $185,083 which was recorded as
     a $165,000 reduction of management fees expense for the year ended December
     31, 2001 and $20,083 as a gain on forgiveness of accrued management fees.

     (b) PRIME WIRELESS ACQUISITION AND DISPOSITION

     On June 7, 2002, the Company purchased all of the issued and outstanding
     common shares of Prime Wireless from an affiliate in exchange for:

     (1)  $40,000 in cash,


/CONTINUED...                                                              F-14
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

     (2)  A non-interest bearing note payable for $120,000 payable over 5 years
          at $2,000 per month commencing July 1, 2002 (this note has been
          discounted to $106,000 representing its present value using a 5%
          discount rate), and

     (3)  Fifty percent (50%) of all net proceeds from the sale of any related
          asset payable 30 days after receipt of funds, such assets are recorded
          on the Company's books at a nominal value.

     Prime Wireless, prior to the acquisition was, owned by a shareholder of the
     Company.

     Accounting for the acquisition is summarized as follows:

<Table>
<S>                                                            <C>
          Net working capital assets acquired                  $       29,526

          Intangible assets acquired                                  116,474
                                                               --------------

          Purchase consideration                               $      146,000
                                                               --------------
                                                               --------------
</Table>

     The excess of purchase price over net assets acquired has been allocated to
     intangible assets and represents mainly tooling, trade name and
     intellectual property associated with the acquisition.

     Subsequent to the end of the year, on March 13, 2003, the Company disposed
     of its investment in Prime Wireless and related assets to another publicly
     traded company in exchange for 1,500,000 common shares of the purchaser (of
     which 750,000 shares were transferred, pursuant to the June 7, 2002
     purchase and sale agreement, to the related party that the Company acquired
     Prime Wireless from).

     The proforma financial operating results, assuming the Prime Wireless
     acquisition was made as of the January 1, 2001, have not been included
     herein due to the sale of Prime Wireless subsequent to year end and as that
     proforma information would not materially add to the disclosure.

     The discontinued operations of Prime Wireless are summarized as follows:

<Table>
          <S>                                                        <C>
          Revenues
               Commission income                                      65,923
               Sales                                                     255
                                                                      ------
          Total revenues                                              66,178
          Less:
               Cost of sales                                             200
                                                                      ------
          Gross profit                                                65,978
          Operating expenses                                          42,631
                                                                      ------
          Operating income                                            23,347

               Depreciation                                              187
                                                                      ------
                 Net income from discontinued operations              23,160
                                                                      ------
                                                                      ------
</Table>

     In accordance with FASB statement No. 144 the major categories of Prime
     Wireless assets and liabilities held for sale as at December 31, 2002 were
     as follows:


/CONTINUED...                                                              F-15
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


<Table>
          <S>                                                  <C>
          Cash                                                 $          836
          Accounts receivable                                          22,913
                                                               --------------
          Assets of discontinued operations - current          $       23,749
                                                               --------------

          Equipment, net                                       $          777
          Intangible assets                                           116,474
                                                               --------------
          Assets of discontinued operations - non current      $      117,251
                                                               --------------

          Liabilities of discontinued operation - current
             - accounts payable                                $       19,600
                                                               --------------
</Table>

7.   SENIOR SUBORDINATED CONVERTIBLE DEBENTURES

     The senior subordinated convertible debentures totalling $141,500 at
     December 31, 2002, are subordinated to all other indebtedness, and bear
     interest at 8% payable in arrears annually commencing March 6, 2001. The
     principal portions mature on March 6, 2005. Each $0.25 of principal is
     convertible into one share of common stock and one three year warrant (see
     note 12) to purchase an additional share of common stock at an exercise
     price of $0.50 per share. Management had determined that the value attached
     to the conversion feature and the related warrants is insignificant and,
     therefore has not made an adjustment to the debentures' carrying amount for
     these features. Interest expense on these notes during 2002 and 2001
     amounted to $11,320 and $74,516, respectively. No payments of interest have
     been made by the Company. The notes are technically in default and
     therefore have been classified as current liabilities.

     During the year ended December 31, 2001, $1,524,550 of senior subordinated
     convertible debentures plus accrued interest of $55,324 was converted to
     6,319,525 common shares. Also, certain accrued interest was effectively
     repaid during the year upon the exercise of warrants under the revised
     warrant exercise offer as discussed in notes 10 and 12. In addition, the
     Company recorded the cancellation of $101,000 of existing debentures during
     the year as confirmation was received during the year that the debenture
     liability had been transferred to the purchaser of eieiHome.com Inc (note
     1).

8.   NOTES PAYABLE

<Table>
          <S>                                                    <C>
          Non-interest bearing note payable (a)                  $     155,000

          90 day note payable - director (b)                            63,387

          90 day note payable - affiliate (b)                           63,387

          5 year non-interest bearing note payable (c)                 106,000
                                                                 -------------

                 Total                                           $     387,774

          Less: current portion                                        317,774
                                                                 -------------

          Long term portion (c)                                  $      70,000
                                                                 -------------
                                                                 -------------
</Table>


/CONTINUED...                                                              F-16
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


     (a)  During the year ended December 31, 2001, the Company restructured a
          $416,821 payable with a creditor, whereby $76,821 was forgiven (see
          note 11), $180,000 was satisfied through the issuance of 1.8 million
          shares of the Company's common stock, and a note payable of $160,000
          was issued. The note is non-interest bearing and is repayable with
          progressively increasing payments over a period of 15 months with
          final payment due in December 2002. The Company's marketable
          securities have been pledged as security for the note payable (see
          note 3). The Company is currently in default of the agreed-upon
          payment terms.

     (b)  On November 12, 2002, a director and an affiliate of the Company each
          provided $63,387 (CAD$100,000) 90-day loans to the Company. Under the
          terms of the agreements the lenders will receive a 5% fee of the
          amount borrowed, monthly interest of 2% of the balance borrowed (24%
          on an annual basis), warrants to purchase 1,000,000 common shares at
          $0.01 per share for each 30 days the loan is outstanding and another
          5% of the loan balance if not repaid in 90 days.

     (c)  On June 7, 2002, the Company issued a non-interest bearing note
          payable to an affiliate for $120,000 payable over 5 years at $2,000
          per month commencing July 1, 2002 (this note has been discounted to
          $106,000 representing its present value using a 5% discount rate). The
          Company issued this note as part of the acquisition of Prime Wireless
          that was later disposed of on March 13, 2003 (note 6b).

9.   RELATED PARTY TRANSACTIONS

     Amounts due to/from related parties, which are included in accounts
     payable, generally result from transactions with companies under common
     control and are non-interest bearing with no specific terms for repayment.
     As at December 31, 2002 $27,356 was due to related parties.

     During 2001, IRMG provided management services to the Company. The
     agreement was renegotiated and fees charged during 2001 amounted to
     $162,800. The parties have informally agreed that monthly fees will be
     charged at $19,300 beginning November 1, 2001 to February 22, 2002. In
     conjunction with the sale of 4CASH, the agreement was terminated effective
     February 22, 2002. Subsequent to February 22, 2002 a shareholder and
     officer of IRMG agreed to provide consulting services to the Company on an
     hourly basis for the period up to October 31, 2002 and for the period after
     October 31, 2002 for a monthly fee of $1,585 (CAD$2,500).

     During 2002, the Company acquired certain assets of DCS Battery Products
     Ltd. an entity owned by a relative of the Company's Chief Executive Officer
     and one of its Directors and agreed to share a portion of the gross profit
     earned from sales generated by these assets with ACS (note 6). During 2002
     ACS earned $8,168 (CAD$12,886) under this agreement, all of which remained
     unpaid at December 31, 2002.

     During 2002, the Company also entered into a management services agreement
     with a shareholder of DCS Battery who is also related to the Company's
     Chief Executive Officer. Under the terms of the agreement the Company will
     pay $4,754 (CAD$7,500) per month for the services.

     In November 2002, a director of the Company provided a $63,387
     (CAD$100,000) 90 day loan to the Company (see note 8). In addition, a
     shareholder of an affiliate of the Company provided another $63,387
     (CAD$100,000) loan on the same basis. These loans were issued in the normal
     course of business with terms as described in note 8.


/CONTINUED...                                                              F-17
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


10.  NON-CASH FINANCING EXPENSE

     During the year ended December 31, 2002, the Company issued warrants to
     purchase 2,000,000 common shares of the Company at $0.01 per share to
     related parties who had provided short term loans to the Company (note 8b
     and 12). The warrants are immediately exercisable and have a term to expiry
     of the later of December 31, 2004 or 90 days after the effectiveness of a
     registration statement. Management has valued the warrants, using a
     Black-Scholes pricing model at an aggregate value of $92,000.

     Management used the following assumptions in the valuation; 1) expected
     life of 2.1 years, 2) 5% risk free interest rate, 3) expected volatility of
     183.6% based on twenty share price observations between May 2001 and
     December 2002, and 4) 0% expected dividend yield. Accordingly, $92,000 has
     been recorded as a non-cash financing expense during the year ended
     December 31, 2002.

     During the year ended December 31, 2001, as an incentive to senior
     subordinated convertible debenture holders to convert their debentures to
     common stock, the Board of Directors approved a special resolution. Upon
     the conversion of the debenture to shares of the Company's common stock
     (note 7), the warrant exercise price would be reduced from $0.50 to $0.05
     per share for warrants exercised through July 31, 2001.

     The Board of Directors approved another resolution, also during 2001, to
     further enhance the offer as an incentive to debenture holders to convert
     and exercise their warrants. Under the revised offer, debenture holders who
     chose to convert their debenture and exercise their warrants had the total
     costs of the warrants reduced by the accrued interest to date. In effect,
     the accrued interest was paid to the debenture holders if they exercised
     their warrants. This offer expired on September 30, 2001. As a result,
     approximately 5,100,000 warrants were exercised in 2001 at the reduced
     price of $0.05 per share. In addition, the Company agreed to issue
     approximately 440,000 shares of its common stock (valued at $0.05 per
     share) to stockholders who exercised their warrants prior to the enhanced
     offer. In connection with these warrant exercises, the Company recorded a
     non-cash financing expense in the amount of $2,317,594.

11.  EXTRAORDINARY ITEM

     The Company recorded a gain from cancellation of indebtedness of $180,251
     as an extraordinary item during the year ended December 31, 2001. The
     balance includes $103,430 of debentures payable and accrued interest
     payable that was transferred from the Company to the purchaser of
     eieiHome.com Inc. During 2001, the purchaser of eieiHome.com Inc. confirmed
     its liability for debentures with principal balance of $101,000 and
     corresponding accrued interest of $2,430. The balance also includes $76,821
     that resulted from a settlement with the Company's US legal counsel on
     amounts owed for services provided.

12.  CAPITAL STRUCTURE

     Capital stock

          The Company is authorized to issue up to 150,000,000 common shares.

     Common stock subscribed

          During 2002, 6,637,500 shares of the Company's common stock valued at
          $252,750 have been subscribed (6,000,000 of which are to be issued in
          an acquisition made by the Company as described in note 5).


/CONTINUED...                                                              F-18
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


     Voting rights

          The holders of shares of common stock are entitled to receive notice
          of, attend and vote at all meetings of the stockholders. Each share of
          common stock carries one vote at such meetings.

     Warrants

          The following is a summary of warrant activity for 2002 and 2001:

<Table>
<Caption>
                                                       Number of Shares to
                                                    Purchase under Warrants            Expiry Date
                                                    -----------------------       ---------------------
          <S>                                       <C>                           <C>
          Balance, December 31, 2000                        5,000,000
          Issued                                           12,419,525             Between July 31, 2001
                                                                                  and July 31, 2004
          Exercised                                        (5,092,010)
                                                           -----------
          Balance, December 31, 2001                       12,327,515
          Issued                                            2,000,000             December 31, 2004(1)
          Surrendered and cancelled                        (6,100,000)
          Exercised                                                 -
                                                           -----------
          Balance, December 31, 2002                        8,227,515
</Table>

          (1) Warrants issued on December 12, 2002 expire on the later of
          December 31, 2004 or 90 days after the effectiveness of a
          registration statement.

          Warrants outstanding at December 31, 2002 are summarized as follows:

<Table>
<Caption>
              Number              Price          Year of Issue      Vesting Period            Term
          --------------    ----------------    ---------------    -----------------    ----------------
          <S>               <C>                 <C>                <C>                  <C>
          5,000,000         $        0.50           1999               Immediately             5 years
          1,227,515                  0.50           2001               Immediately             3 years
          2,000,000                  0.01           2002               Immediately         2 years (1)
          ---------
          8,227,515
          ---------
</Table>

          Should all outstanding warrants be exercised, the total additional
          consideration available to the Company is approximately $3,133,758. A
          maximum of 8,227,515 common shares would be issued.

          In 2002, 2,000,000 warrants were issued to related parties pursuant to
          the terms of loan agreements (note 8b and 10). The Company has
          determined the fair value of these warrants to be $92,000 and
          accordingly has recorded a charge to non-cash financing expense during
          the current period.

          Also, 6,100,000 warrants issued to IRMG in 2001 were subsequently
          cancelled in 2002 (see note 6a).


/CONTINUED...                                                              F-19
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


          During 2001, in connection with the conversion of debentures along
          with of accrued interest into common stock, the Company issued
          warrants to purchase 6,319,525 shares of common stock at $0.50 per
          share. During 2001, 5,092,010 of these warrants were exercised (see
          note 10). Accordingly, 1,227,515 warrants remain outstanding at
          December 31, 2002. Management has determined that the value attached
          to the warrants is insignificant and therefore no amount has been
          recorded in the accounts.

          In 1999, 5,000,000 five-year warrants to purchase an aggregate of
          5,000,000 common shares, at exercise prices of between $1 per share
          and $3 per share, were issued to a stockholder. As part of the
          agreement to convert debentures into equity in 2001, the exercise
          price of the warrants was reduced to $0.50, the expiration was revised
          to December 31, 2004 and all warrants became immediately exercisable.

     Stock options

          In connection with the Company's reorganization in 1999, the 2000
          stock option plan (2000 Plan) was established. The Company reserved a
          maximum of 3,000,000 options to be issued under the 2000 Plan.

          Options granted under both plans are being accounted for under
          Accounting Principles Board Opinion No. 25 (APB Opinion No. 25),
          "Accounting for Stock Issued to Employees". All options have been
          granted at a price equal to or greater than the fair value of the
          Company's common stock at the date of the grant.

          The following is a summary of stock option activity for 2002 and 2001:

<Table>
<Caption>
                                                               2000 Plan
                                              ---------------------------------------------
                                                                           Weighted
                                                                            Average
                                                                           Exercise
                                                   Shares                    Price
                                              ------------------      ---------------------
          <S>                                 <C>                     <C>
          Balance, December 31, 2000                 1,750,000         $       0.25
          Surrendered and cancelled                 (1,500,000)                0.25
          Granted                                    1,500,000                 0.10
                                                    ----------
          Balance, December 31, 2001                 1,750,000         $       0.12
          Surrendered and cancelled                   (500,000)                0.10
          Expired                                     (100,000)                0.10
                                                    ----------
          Balance, December 31, 2002                 1,150,000         $       0.13
</Table>

          During the year 2001, as part of a restructuring of management of the
          Company, 1,500,000 options issued to former directors were
          surrendered. Additionally in 2001, 1,500,000 options were issued to
          current and former directors and to employees.

          During the year 2002, 500,000 options issued in 2001 to directors were
          returned to the Company. In addition 100,000 options issued in 2001 to
          employees were amended to expire on December 31, 2002 and expired
          unexercised.

          Options outstanding at December 31, 2002 are summarized as follows:


/CONTINUED...                                                              F-20
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


<Table>
<Caption>
              Number              Price           Year of Issue      Vesting Period            Term
           ---------------    ----------------    ---------------    -----------------    ----------------
           <S>                <C>                 <C>                <C>                  <C>
              250,000         $        0.25           2000               Immediately        3 to 5 years
              500,000                  0.10           2001                   2 years            10 years
              400,000                  0.10           2001               Immediately             3 years
           ----------
            1,150,000
           ----------
           ----------
</Table>

          At December 31, 2002, options exercisable according to the vesting
          period amounted to 962,500 with a weighted average exercise price of
          $0.14. The weighted average remaining contractual life of options
          outstanding and exercisable was 4.8 years and 4.0 years, respectively
          at December 31, 2002.

          In 2001, the fair value of the options granted in 2001 was estimated
          at $-0. There were no options granted during 2002. The fair value has
          been estimated on the date of grant using the Black-Scholes
          option-pricing model with the following weighted average assumptions,
          dividend yield of 0%; expected volatility of 0%; risk-free interest
          rate of 6%; and expected life of 3 to 5 years.

13.  INCOME TAXES

     The deferred tax assets results from net operating loss carryforwards (for
     U.S. tax purposes) which approximate $1,700,000 as of December 31, 2002 and
     expire in the years 2019 and 2020. Under certain conditions and subject to
     certain limitations, these operating losses may be utilized to offset
     future taxable income.

     The deferred tax asset and valuation allowance at December 31, 2002 are as
     follows:

<Table>
          <S>                                                  <C>
          Deferred tax assets resulting from
             operating loss carryforwards                      $   579,000
          Valuation allowance                                     (579,000)
                                                               -----------
                                                               $      -
                                                               -----------
</Table>

     The Company has recorded a 100% valuation allowance against the deferred
     tax assets due to uncertainties surrounding their realization. The change
     in the valuation allowance from 2001 to 2002 is not material.

14.  COMMITMENTS AND CONTINGENCIES

     Commitments

     The Company was committed under an operating lease for rental of premises
     to July 30, 2002. Monthly lease payments approximate $6,800. During 2001,
     certain monthly payments due under the lease were assumed by IRMG.
     Subsequent to December 31, 2001, the Company and the landlord entered into
     an agreement to terminate the lease whereby the landlord is to receive
     $15,850 in cash and 541,300 shares of the Company's common stock. The
     Company has not made the cash payment and is in default under the agreement
     at December 31, 2002. The amount remains accrued in the balance sheet.


/CONTINUED...                                                              F-21
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


     In October 2002, the Company entered into a vehicle lease extension
     agreement under which the Company will pay monthly lease payments of
     approximately $1,123 until October 31, 2004.

     Subsequent to the end of the year, on January 31, 2003, the Company entered
     into an office lease with an entity that an officer and director of the
     Company is a shareholder in. The Company is committed under the lease
     agreement for rental payments until January 31, 2004. Minimum monthly lease
     payments are approximately $951.

     Contingencies

     During 2001, the President of an entity the Company planned to acquire in
     2001, had requested that the Company return the sum of $200,000, which he
     paid to purchase 200,000 shares of the Company's common stock in a private
     transaction (facilitated by the Company) in October 2000. The Company
     received $200,000 from the seller of the shares, which shares had been
     pledged to the Company as security for other obligations. The individual
     registered complaints about the Company's conduct with certain regulatory
     authorities, including the Securities and Exchange Commission. The SEC
     requested certain information from the Company, which the Company provided.
     During the year ended December 31, 2002 the Company settled the
     disagreement with this individual by allowing him to participate in a $.02
     private placement.

15.  SEGMENT INFORMATION

     During the year the Company operated primarily in one segment - earning
     management fees. All other businesses are categorized as discontinued
     operations.

16.  SUBSEQUENT EVENTS

     In addition to the sale of Prime Wireless described in note 6b the events
     occurring subsequent to December 31, 2002 are as follows:

     Loan Agreement

     On January 23, 2003, subsequent to the end of the year, the Company entered
     into loan and security agreements with a third party to borrow up to
     $253,560 (CAD$400,000) to finance the working capital requirements of the
     Prime Battery business. Under the terms of the agreements the lender
     provided a 90 day loan in exchange for a $2,536 (CAD$4,000) facility fee
     and interest payable at 18% per annum. The Company provided inventory,
     accounts receivable and other personal property as security for the loan.

     On March 14, 2003, the Company and the lenders mutually agreed to increase
     the limit of the loan to $412,035 (CAD$650,000) and to extend the term of
     the loan to May 23, 2003 in exchange for a $7,924 (CAD$12,500) extension
     fee.

     Joint Venture

     On March 1, 2003, the Company entered into a joint venture agreement with
     Collectible Concepts Group, Inc. to market batteries and related products
     that include various licensed logos, images and brand names. Under the
     terms of the agreement the Company will own 50% of the joint venture. The
     joint venture will operate under the name MightyCell.


/CONTINUED...                                                              F-22
<Page>


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


     Amendment to DCS Battery Asset Purchase Agreement

     On April 1, 2003 the Company and vendor of the DCS Battery Assets agreed to
     amend the November 1, 2002 (note 5) purchase agreement as follows:

          -    ACS (note 5) will no longer provide logistic operations to Prime
               Battery, and

          -    The former owner of DCS Battery will become the exclusive sales
               agent to certain Canadian retailers, distributors, etc., and will
               receive a commission based on net margins as follows:

                    -    8% on gross margins of 25% or less,

                    -    9% on gross margins between 25% and 35%,

                    -    10% on gross margins above 35%

17.  ECONOMIC DEPENDENCE

     During 2002 the Company only source of revenue was management fees earned
     from one party.

18.  COMPARATIVE FIGURES

     The comparative figures have been reclassified in accordance with the
     current year presentation.


/CONTINUED...                                                              F-23
<Page>


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

          On February 26, 2003, Pivotal Self-Service Technologies Inc. dismissed
PKF, Certified Public Accountants, A Professional Corporation ("PKF") as its
principal accountants. Such action had been previously approved by the
Registrant's Board of Directors. PKF's reports on the financial statements of
the company for the past two years did not contain an adverse opinion or
disclaimer of opinion, and were not modified as to audit scope or accounting
principles. PKF's reports dated April 9, 2002 and April 5, 2001 each contained a
paragraph expressing substantial doubt about the Registrant's ability to
continue as a going concern. From the time of PKF's appointment as the company's
auditors on April 2, 2001 through February 26, 2003, there had been no
disagreements with PKF on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PKF, would have caused it
to make reference to the subject matter of the disagreements in connection with
its reports. During the two most recent fiscal years and through February 26,
2003 there have been no reportable events.

          On February 26, 2003, the Registrant retained Mintz & Partners LLP of
Toronto, Ontario, as the company's independent accountants to conduct an audit
of the Registrant's financial statements for the fiscal year ended December 31,
2002. This action was previously approved by the Registrant's Board of
Directors.


                                       14
<Page>


                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

          BRIAN USHER-JONES, 57, Director, was appointed to the Board on June
15, 2001. Mr. Usher-Jones has been a merchant banker since 1995 and was the
former President of MB Capital Corporation and Thomson Kernaghan Co. Ltd., a
brokerage house in Toronto, Ontario. Mr. Usher-Jones currently serves as a
director of various public companies including Xplore Technologies Corp. and
Calvalley Petroleum Inc.

          JOHN G. SIMMONDS, 52, CEO and Director, has served as a Director of
the Company since October 15, 1999. Mr. Simmonds was appointed CEO of the
Company on February 22, 2002. Mr. Simmonds is an entrepreneur with several
years' experience in the wireless communications industry. Mr. Simmonds has been
involved in many business opportunities including distribution, golf course
development, gaming, wireless products, and manufacturing. Mr. Simmonds founded
Simmonds Capital Limited in 1991 and also launched TrackPower Inc. (OTCBB: TPWR)
in 1998. Mr. Simmonds principal occupation since 1991 was CEO of Simmonds
Capital Limited and since January 1998 CEO of TrackPower Inc. Mr. Simmonds is a
director of TrackPower, Inc. and has served on several boards during his
business career.

          GARY N. HOKKANEN, 48, Interim CFO since July 5, 2001. Mr. Hokkanen,
who holds a Bachelor of Arts degree from the University of Toronto and is a
Certified Management Account, is interim CFO of the Company. Mr. Hokkanen is
also a Director and Officer of IRMG, a Toronto based management consulting firm.
Mr. Hokkanen was CFO of Simmonds Capital Limited from July 1998 to January 2001
and was CFO of Trackpower Inc from February 1998 to June 2001. For the period
April 1996 to July 1998, Mr. Hokkanen was Treasurer of Simmonds Capital Limited.
Mr. Hokkanen was a Director of the Company beginning on July 5, 2001 until his
resignation on February 22, 2002.

          CARRIE J. WEILER, 45, Secretary. Ms. Weiler was appointed Secretary of
the Company in 2002. Ms. Weiler joined the Simmonds Capital Limited group of
companies in 1979. Ms. Weiler was promoted to Vice President of Corporate
Development for Simmonds Capital Limited and its divisions in 1994. Ms. Weiler
continues to serve as a key liaison between the various committees and the Board
of Directors.


                                       15
<Page>


ITEM 10.   EXECUTIVE COMPENSATION.

                           SUMMARY COMPENSATION TABLE


<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------
                                                                                      Long-Term
                                                 Annual Compensation                 Compensation
                                                                                        Awards            Payouts
-----------------------------------------------------------------------------------------------------------------------
                                                                   Other Annual                          All Other
Name and Principal           Year       Salary        Bonus        Compensation       Options (#)      Compensation
Position                                 ($)           ($)             ($)                                  ($)
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>           <C>          <C>                <C>              <C>
John G. Simmonds             2002        ---           ---             ---                ---               ---
Chief Executive              2001        ---           ---             ---              250,000             ---
Officer (1)(2)(3)            2000        ---           ---             ---              300,000             ---
-----------------------------------------------------------------------------------------------------------------------
Gary N. Hokkanen             2002        ---           ---             ---                ---             10,340
Chief Financial              2001        ---           ---             ---              250,000             ---
Officer (4)(2)(3)(5)         2000        ---           ---             ---              150,000             ---
-----------------------------------------------------------------------------------------------------------------------
Paul K. Hickey (6)           2002        ---           ---             ---                ---               ---
                             2001        ---           ---             ---              100,000             ---
                             2000        ---           ---             ---              300,000             ---
-----------------------------------------------------------------------------------------------------------------------
Angelo G. MacDonald (7)      2002        ---           ---             ---                ---               ---
                             2001        ---           ---             ---              100,000             ---
                             2000       38,000         ---             ---              400,000             ---
-----------------------------------------------------------------------------------------------------------------------
David C. O'Kell, (8)(2)      2002        ---           ---             ---                ---               ---
                             2001        ---           ---             ---              100,000             ---
                             2000        ---           ---             ---              300,000             ---
-----------------------------------------------------------------------------------------------------------------------
Stephen L. Cussons (9)(5)    2002        ---           ---             ---                ---               ---
                             2001        ---           ---             ---              250,000             ---
                             2000        ---           ---             ---                ---               ---
-----------------------------------------------------------------------------------------------------------------------
</Table>

(1)  Mr. Simmonds was appointed CEO of the Company on July 10, 2000 and resigned
     on March 23, 2001. The 300,000 options granted to Mr. Simmonds in his
     capacity as a director in 2000 were returned to the Company on June 15,
     2001. Mr. Simmonds was reappointed CEO of the Company on February 22, 2002.

(2)  For the period October 15, 1999 to December 31, 2000 the services of Mr.
     Hokkanen, Mr. O'Kell and Mr. Simmonds were provided to the Company as part
     of the services pursuant to the management services contract with Simmonds
     Capital Limited ("SCL") pursuant to which the Company paid SCL a fee of
     $15,000 per month for certain management services including the part time
     services of Mr. Hokkanen, Mr. O'Kell, and Mr. Simmonds.

(3)  For the period January 1, 2001 to June 15, 2001 the Company agreed to pay
     IRMG $15,000 per month for certain management services including the part
     time services of Mr. Hokkanen and Mr. Simmonds.

(4)  Mr. Hokkanen served as CFO of the Company from October 15, 1999 to March
     23, 2001 and was reappointed CFO on July 5, 2001. Mr. Hokkanen also served
     as Secretary for the period July 5, 2001 to February 22, 2002. The 250,000
     options granted to Mr. Hokkanen in his capacity as a director during 2001
     were returned to the Company on February 22, 2002. Mr. Hokkanen received
     $10,340 in fees for financial consulting services during the year ended
     December 31, 2002.

(5)  For the period June 15, 2001 through October 31, 2001, the Company agreed
     to pay IRMG for the full time services of Mr. Cussons and Mr. Hokkanen at a
     rate of $55,000 per month. For the period November 1, 2001 to February 22,
     2002 IRMG agreed to a reduced rate of $19,300 per month. IRMG agreed to
     write-off the majority of the fees accrued prior to October 31, 2001.

(6)  Mr. Hickey served as interim CEO from August 10, 1999 to October 15, 1999
     and interim CEO and CFO from March 23, 2001 to June 15, 2001. The 300,000
     options granted to Mr. Hickey in his capacity as a director in 2000 were
     returned to the Company on June 15, 2001 and replaced with 100,000 options.

(7)  Effective November 1, 1999 Mr. MacDonald was appointed CEO of the Company
     with an annual salary of $114,000. Mr. MacDonald resigned as CEO on July
     10, 2000. Mr. MacDonald was granted 700,000 options during the fiscal year
     ended December 31, 2000. Three hundred thousand (300,000) were granted in
     his capacity as a director of the Company and 400,000, vesting over three
     years, were granted in his capacity as CEO. As a result of his resignation
     as CEO 300,000 of the options granted in his capacity as CEO expired. The
     300,000 options granted to Mr. MacDonald in his capacity as a


                                       16
<Page>


     director in 2000 were returned to the Company on June 15, 2001 and
     replaced with 100,000 options. Mr. MacDonald also served as Secretary
     from November 21, 2000 to June 15, 2001.

(8)  Mr. O'Kell served as Secretary from October 15, 1999 to November 21, 2000.
     The 300,000 options granted to Mr. O'Kell in his capacity as a director in
     2000 were returned to the Company on June 15, 2001 and replaced with
     100,000 options.

(9)  Mr. Cussons was CEO of the Company from June 15, 2001 to February 22, 2002.
     The 250,000 options granted to Mr. Cussons in his capacity as a director
     during 2001 were returned to the Company on February 22, 2002.

OPTION GRANTS TABLE FOR FISCAL 2002

          During the fiscal year ended December 31, 2002 there were no options
granted under the Company's 2000 Stock Option Plan to the executive officers
named in the Summary Compensation table.

<Table>
<Caption>
-----------------------------------------------------------------------------------------
                                                 Individual Grants
-----------------------------------------------------------------------------------------
           Name               Options      % of Total    Exercise        Expiration
                             Granted(#)     Options       Price             Date
                                (1)        Granted to   ($/Share)
                                           Employees
                                           in Fiscal
                                              2002
-----------------------------------------------------------------------------------------
<S>                          <C>           <C>          <C>              <C>
NA                             NA              NA           NA               NA
-----------------------------------------------------------------------------------------
</Table>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

          The following table sets forth information regarding the exercise of
stock options during the last fiscal year by the executives named in the Summary
Compensation Table and the fiscal year-end value of unexercised options.

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------
                                                                                                    Value of
                                                                                                  Unexercised
                                                                                                  In-the-Money
                                                                           Number of               Options at
                                                        Realized           Unexercised           December 31, 2002
                                 Shares Acquired         Value             Options at             exercisable/
            Name                   on Exercise          Realized        December 31, 2002        unexercisable (1)
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                    <C>             <C>                     <C>
John G. Simmonds                        0                  $0                250,000                   (2)
--------------------------------------------------------------------------------------------------------------------
Gary N. Hokkanen                        0                  $0                150,000                   (2)
--------------------------------------------------------------------------------------------------------------------
Angelo G. MacDonald                     0                  $0                200,000                   (2)
--------------------------------------------------------------------------------------------------------------------
Paul K. Hickey                          0                  $0                100,000                   (2)
--------------------------------------------------------------------------------------------------------------------
David C. O'Kell                         0                  $0                100,000                   (2)
--------------------------------------------------------------------------------------------------------------------
</Table>

(1)  Represents the difference between the fair market value of securities
     underlying the options and the exercise price of the options at fiscal
     year end.

(2)  None of options outstanding at December 31, 2002 under the 2000 Stock
     Option Plan were In-the-Money.


COMPENSATION OF DIRECTORS

         The Company currently does not compensate directors.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS

         The Company does not have any employment agreements with any of its
current officers.


                                       17
<Page>


         No retirement, pension or similar program has been adopted by the
Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) As of February 28, 2003, there were 61,991,106 shares of Company Common
Stock, par value, $.001, issued and outstanding. To the knowledge of the
Company, the following persons are the beneficial owners of more than five
percent of the Company's voting securities:

<Table>
<Caption>
--------------------------------------------------------------------------------------------------
Title of Class          Name and Address of Beneficial      Amount and Nature of     Percent of
                        Owner                               Beneficial Ownership     Class
--------------------------------------------------------------------------------------------------
<S>                     <C>                                 <C>                      <C>
Company common stock,   1500450 Ontario Limited                  16,213,426(1)         24.2%(2)
par value $0.001        119 Alexis Blvd., Toronto, Ontario
                        M3H 2P8
--------------------------------------------------------------------------------------------------
Company common stock,   Brian Usher-Jones                         8,277,346(3)         12.5%(4)
par value $0.001        81 Glengowan Rd.
                        Toronto, Ontario
                        M4N 1G5
--------------------------------------------------------------------------------------------------
Company common stock,   David C. Simmonds                         6,000,000             9.7%
par value $0.001        6240 Main Street
                        Uxbridge, Ontario
                        L9P 1R4
--------------------------------------------------------------------------------------------------
Company common stock,   IRMG Inc. (5)                             5,000,000             8.1%
par value $0.001        60 Dersingham Crescent
                        Thornhill, Ontario
                        L3T 4E8
--------------------------------------------------------------------------------------------------
Company common stock,   Neil Greenberg                            4,150,000(6)          6.3%(7)
par value $0.001        119 Alexis Blvd.,
                        Toronto, Ontario
                        M3H 2P8
--------------------------------------------------------------------------------------------------
</Table>

(1)  This number includes 11,213,426 shares of Company Common Stock and
     warrants to purchase 5,000,000 shares of Company Common Stock at $.50 per
     share. See "Certain Relationships and Related Transactions".

(2)  The beneficial ownership percent is based upon a total of 66,991,106
     shares of Company Common Stock assuming the exercise of the warrants.

(3)  This number includes 4,027,346 shares of Company Common Stock, the
     exercise of 250,000 stock options granted on August 28, 2001 and the
     exercise of warrants to purchase 4,000,000 shares of Company Common Stock.

(4)  The beneficial ownership percent is based upon a total of 66,178,606
     shares of Company Common Stock assuming the exercise of the vested options
     and warrants.

(5)  IRMG Inc. is 50% owned by Mr. Hokkanen, who is interim CFO of the Company.

(6)  This number includes 150,000 shares of Company Common Stock and the
     exercise of warrants to purchase 4,000,000 shares of Company Common
     Stock. Does not include; 1) 11,213,426 common shares owned by 1500450
     Ontario Limited and warrants to purchase 5,000,000 shares of the
     Company's Common Stock. Mr. Greenberg is a shareholder of 1500450
     Ontario Limited. See "Certain Relationships and Related Transactions".

(7)  The beneficial ownership percent is based upon a total of 65,991,106
     shares of Company Common Stock assuming the exercise of the vested options
     and warrants.


                                       18
<Page>


    (b) As of February 28, 2003, Directors and Officers of the Company had the
following beneficial interest in the shares of Company Common Stock:

<Table>
<Caption>
--------------------------------------------------------------------------------------------------
Title of Class          Name and Address of Beneficial      Amount and Nature of     Percent of
                        Owner                               Beneficial Ownership (1) Class (2)
--------------------------------------------------------------------------------------------------
<S>                     <C>                                 <C>                      <C>
Company common stock,   John G. Simmonds (3)                         979,000             1.6%
par value $0.001        13980 Jane Street
                        King City, Ontario, Canada
                        L7B 1A3
--------------------------------------------------------------------------------------------------
Company common stock,   Brian Usher-Jones (4)                      8,277,346            12.5%
par value $0.001        81 Glengowan Rd.
                        Toronto, Ontario
                        M4N 1G5
--------------------------------------------------------------------------------------------------
Company common stock,   Gary N. Hokkanen (5)                       5,650,000             9.1%
par value $0.001        60 Dersingham Crescent
                        Thornhill, Ontario, Canada
                        L3T 4E8
--------------------------------------------------------------------------------------------------
Company common stock,   Carrie J. Weiler                           1,250,000             2.0%
par value $0.001        13980 Jane Street
                        King City, Ontario, Canada
                        L7B 1A3
--------------------------------------------------------------------------------------------------
                        Total Directors and Officers              16,156,346            24.2%
                        (5 persons)
--------------------------------------------------------------------------------------------------
</Table>

(1)  Except as otherwise indicated below, each named person has voting and
     investment power with respect to the securities owned by such persons.

(2)  Based on 61,991,106 shares outstanding on February 28, 2003.

(3)  Includes (a) 579,000 shares of the Company's Common Stock; (b) 100,000
     shares of the Common Stock owned by Mr. Simmonds' wife; (c) 50,000
     shares of the Common Stock held by Mr. Simmonds' wife in trust for Mr.
     Simmonds' son Jack Simmonds; and (d) 250,000 options to acquire Common
     Stock granted under the Stock Option Plan effective August 28, 2001, at an
     exercise price of $0.10 per share, vesting over two years from grant date.

(4)  Includes (a) 4,027,346 shares of the Company's Common Stock; (b) 250,000
     options to acquire Common Stock granted under the Stock Option Plan
     effective August 28, 2001, at an exercise price of $0.10 per share,
     vesting over two years from grant date; and (c) warrants to purchase
     4,000,000 shares of the Company's Common Stock.

(5)  Includes (a) 500,000 shares of the Company's Common Stock; (b) 150,000
     options to acquire the Common Stock granted under the Stock Option Plan
     effective March 29, 2000, at an exercise price of $.25 per share, all
     of which are fully exercisable; and (c) 5,000,000 shares of the Common
     Stock owned by IRMG Inc in which Mr. Hokkanen is a shareholder.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the past three fiscal years and through December 31, 2002,
there have been no material transactions in which the Company or any of its
subsidiaries was a party, and in which any director or officer of the Company
had a direct or indirect material interest, except as set forth below.


                                       19
<Page>


         On October 13, 1999, a group of investors, which included SCL and
certain officers and directors both of the Company and of SCL entered into a
Stock Purchase Agreement with MicroTel International, Inc.("MicroTel") and XIT
Corporation (formerly known as XCEL Corporation), a wholly-owned subsidiary of
MicroTel, pursuant to which the investors listed on Schedule I thereto (the
"Investors") purchased 9,041,498 shares of Company Common Stock (representing
approximately 90% of the then outstanding shares of Company Common Stock) for
US$150,000, with John G. Simmonds acting as representative of the Buyers. Each
of the Investors acquired the shares of Company Common Stock for his or her own
account and there are no contracts, agreements or understandings with respect to
the holding, disposition or voting of any of such shares among the Investors.

         On October 14, 1999, SCL entered into a Stock Purchase Agreement with
the Company (then known as HyComp, Inc.) for the purchase of 120,000 shares of
common stock, no par value, of eieiHome (Canada), which constituted all of the
issued and outstanding shares of capital stock of eieiHome (Canada) and a
$500,000 inter-company loan made by SCL to eieiHome (Canada), in exchange for:

         (a)   5,250,000 shares of Company Common Stock;

         (b)   A demand promissory note in the amount of U.S. $500,000;

         (c)   A convertible debenture in the principal amount of U.S.
               $2,000,000, convertible into shares of Company Common Stock at
               a conversion price of $1.00 per share (subject to adjustment
               as provided therein); and

         (d)   Five year warrants for the purchase of an aggregate of
               5,000,000 shares of Company Common Stock (subject to
               adjustment as provided therein), as follows: (i) 1,000,000
               shares of Company Common Stock at an exercise price of $1.00
               per share exercisable immediately after the Closing; (ii)
               1,000,000 shares of Company Common Stock at an exercise
               price of $1.50 per share exercisable after one year from the
               Closing; (iii) 1,000,000 shares of Company Common Stock at
               an exercise price of $2.00 per share exercisable after two
               years after the Closing; (iv) 1,000,000 shares of Company
               Common Stock at an exercise price of $2.50 per share
               exercisable after three years after the Closing; and (v)
               1,000,000 shares of Company Common Stock at an exercise
               price of $3.00 per share exercisable after four years after
               the Closing.

         In addition, the Company issued 1,125,000 million shares of Company
Common Stock to each of the two founding shareholders of eieiHome (Canada), Paul
Dutton and Max Hahne, as consideration for the cancellation of their option to
repurchase up to 30% of eieiHome (Canada). In connection with the sale of
eieiHome (Canada) to the Company, the Company also issued 500,000 restricted
shares of Company Common Stock to Lawrence Fox for services rendered in
connection with the sale.

         The 12,250,000 shares of Company Common Stock acquired by SCL in this
transaction, together with the 151,700 shares of Company Common Stock they
acquired in the transaction with MicroTel, constituted approximately 52% of the
outstanding shares of Company Common Stock, assuming the conversion of the
debenture and the exercise of all of the warrants.

         The Company entered into a Management Services Agreement with SCL as of
October 14, 1999 to pay $15,000 per month for certain management services
including the part time services of Mr. Hokkanen and Mr. Simmonds. This
arrangement remained in place until December 31, 2000. For the period January 1,
2001 until June 15, 2001 IRMG Inc., a corporation controlled by Mr. Cussons and
Mr. Hokkanen provided certain management services including the part time
services of Mr. Hokkanen and Mr. Cussons for a fee of $15,000 per month. From
June 15, 2001 to October 31, 2001 IRMG provided the full time management
services of Mr. Cussons and Mr. Hokkanen for a fee of $55,000 per month.
Effective November 1, 2001 and until the termination of the agreement on
February 22, 2002 IRMG agreed to a reduced fee of $19,300 per month. During the
four quarter of fiscal 2001 IRMG agreed to write off the majority of the pre
June 15, 2001 management fees which were outstanding as part of a restructuring
of the Company.

         On June 15, 2001, the Company acquired 4Cash ATM Services a division of
IRMG Inc. In consideration for all of the 4Cash assets, the Company issued to
IRMG, 10,000,000 common shares and 1,100,000 million five-year warrants to Mr.
Stephen L. Cussons to purchase the Company's Common Stock at an exercise price
of $0.10 per share. Subject to the achievement of certain net profit objectives,
IRMG would earn an additional 10,000,000 common shares and 5,000,000 three years
warrants. As part of the transaction Mr. Cussons and Mr. Hokkanen were appointed
CEO and CFO, respectively. Mr. Cussons and Mr. Hokkanen were also appointed
directors of Pivotal.

         Subsequent to June 15, 2001, IRMG repurchased the IRMG common stock of
certain IRMG shareholders (including Mr. Simmonds, a director of the Company)
with 5,000,000 shares of Common Stock, 2,000,000 of 10,000,000 additional


                                       20
<Page>


shares of Common Stock to be issued subject to certain net profit performance
criteria and 1,000,000 of 5,000,000 warrants also subject to certain net profit
performance criteria. After the repurchase transaction described above IRMG
retained a direct investment in 5,000,000 shares of Common Stock.

         On June 25, 2001, the Company entered into an exclusive three year
services agreement with TrackPower Inc., a corporation in which Mr. Simmonds is
an officer. Under the terms of the agreement, Trackpower granted to 4Cash the
exclusive right to act as their ATM partner to install, maintain and operate
ATMs in locations that Trackpower contracts with at any Racetrack or Gaming
related facility. On November 1, 2001, the Company, with the mutual consent of
Trackpower, terminated the June 25, 2001 services agreement.

         On June 28, 2001, SCL agreed to convert the principal and interest due
under its $2 million convertible debenture to Pivotal common stock at $1.00 per
share. The conversion resulted in SCL receiving 2,111,726 shares of the
Company's Common Stock in exchange for $2 million in principal under the
debenture, $194,195 of accrued but unpaid interest offset by $82,469 owed by SCL
to Pivtoal. As part of the conversion agreement, the warrants to purchase
5,000,000 shares of the Company's common shares issued to SCL on October 14,
1999 with exercise prices ranging between $1.00 and $3.00 were all repriced to
$0.50 per share. In addition, the original expiry dates, which ranged from
October 14, 2005 to October 14, 2009 were all revised to December 31, 2004.

         On February 18, 2002, SCL transferred 7,513,426 shares of the Company's
common stock and warrants to purchase 5,000,000 additional common shares to
1500450 Ontario Limited as part of settlement with a secured lender.

         On March 5, 2002 the Company sold the self-service technology business,
acquired on June 15, 2001 back to IRMG. Under the terms of the sale the Company
sold its wholly-owned subsidiary, 4CASH ATM Services Canada Inc., together with
all the intellectual property rights to operate the business and the name
"Pivotal Self-Service Technologies" to IRMG in exchange for:

         (a)   The cancellation of warrants to purchase 5,000,000 Common Shares
               of Pivotal issued to IRMG,

         (b)   The cancellation of IRMG's right to earn 10,000,000 Common
               Shares of Pivotal upon achievement of certain net profit
               performance criteria,

         (c)   The cancellation of warrants to purchase 1,100,000 Common Shares
               of Pivotal issued to Mr. Cussons, and

         (d)   Cancellation of the IRMG management services contract.

          In connection with the transaction, Mr. Cussons and Mr. Hokkanen
resigned as directors of the Company and Mr. Cussons resigned as President and
CEO. Mr. Hokkanen agreed to serve as interim CFO until a new business
opportunity was found for the Company. Effective February 22, 2002 Mr. John G.
Simmonds was appointed CEO.

          During the year ended December 31, 2002, Mr. Hokkanen received $10,340
for financial consulting services provided to the Company.

          On June 7, 2002, the Company acquired all the issued and outstanding
common of shares Prime Wireless Inc. and certain assets of Midland International
Corporation from 1500450 Ontario Limited an entity which is a shareholder of the
Company, in exchange for:

         (a)   $40,000 in cash,

         (b)   $120,000 non-interest bearing note. Payable $2,000 per month
               commencing July 1, 2002 for a period of 5 years, such payments
               contingent upon revenue and the continued distribution agreement
               between the Prime Wireless Inc. and Vertex Standard, and

         (c)   Fifty percent (50%) of all net proceeds from the sale of any
               Midland related asset payable 30 days after receipt of funds,
               such assets are recorded on the Prime Wireless' books at a
               nominal value.


                                       21
<Page>


         Subsequent to the end of the year, on March 13, 2003, the Company
disposed of all of the issued and outstanding common shares of its Prime
Wireless including all of the Midland related assets to Wireless Age
Communications Inc. an entity listed on the NASD over-the-counter bulletin board
trading under the symbol WLSA, in exchange for 1,500,000 common shares of
Wireless Age. Under the terms of the Prime Wireless June 7, 2002, acquisition
agreement with 1500450 Ontario Limited, 750,000 of the common shares were
transferred to 1500450 Ontario Limited. Under the terms of the transaction with
Wireless Age, Mr. Simmonds the Company's CEO was appointed Chairman of Wireless
Age.

         On December 31, 2002, the Company, through a newly incorporated
wholly-owned subsidiary named Prime Battery Products Limited, entered into an
Asset Purchase Agreement with DCS Battery Sales Ltd. to acquire certain assets
of DCS Battery. Although the transaction closed on December 31, 2002 the
effective date of acquisition was November 1, 2002.

         DCS Battery is owned by David C. Simmonds and his immediate family.
David C. Simmonds is a brother of John G. Simmonds the Company's Chief Executive
Officer and one of its Directors.

         Under the terms of the Agreement Prime Battery acquired the following
assets:

         (a)   All assets and intellectual property rights of DCS Battery
               including all trademarks, tradenames, distribution agreements
               with Konnoc Battery in Canada and the United States of America,
               and all agreements or relationships with dollar stores in Canada
               and the United States,

         (b)   All inventory, and

         (c)   All contracts, books and records.

         in exchange for:

         (d)   6,000,000 newly issued common shares of Pivotal, and

         (e)   The right to earn an additional 2,000,000 newly issued common
               shares of Pivotal for every US$100,000 of net profit earned by
               Prime Battery during the two year period beginning on
                November 1, 2002 to a maximum of 10,000,000 additional shares.

         Under the terms of the Agreement Prime Battery also agrees as follows:

         (1)   To finance the newly acquired business with Cdn$200,000 in cash,

         (2)   To share up to 50% of the net gross profit of the business with
               A.C. Simmonds and Sons, an entity also owned by David C.
               Simmonds (subject to Prime Battery earning a minimum gross
               profit of 15%) in exchange for management, distribution and
               logistical services provided by ACS to Prime Battery,

         (3)   To sell any battery products to ACS intended to be sold to
               industrial accounts at cost plus 10%,

         (4)   To appoint David C. Simmonds as President of Prime Battery and
               to pay a Cdn$7,500 monthly fee for his services,

         (5)   To pay Pivotal a Cdn$10,000 monthly fee for the services of
               John G. Simmonds, Neil Greenberg and Carrie J. Weiler, and

         (6)   The Board of Directors of Prime Battery will consist of David C.
               Simmonds, John G. Simmonds and one other mutually acceptable
               party.

         During the year ended December 31, 2002, the Company opted not to
acquire any of the inventories owned by DCS Battery for its own account. All
inventory transferred between DCS Battery and the Company was sold to third
parties.

         On November 12, 2002, Mr. Brian Usher-Jones, a shareholder and director
of the Company, provided a $63,837 loan by way of note payable. Under the terms
of the loan agreement Mr. Usher-Jones will receive:

         (1)   A 5% fee of the amount borrowed,

         (2)   2% of the outstanding balance paid as interest on a monthly
               basis,


                                       22
<Page>


         (3)   Warrants to purchase 1,000,000 shares of the Company's common
               stock for each 30 day period or part thereof that the borrowed
               funds are outstanding, and

         (4)   A further 5% fee if the loan is not repaid in 90 days.

         On April 1, 2003 the Company and the Vendor of the DCS Battery assets
agreed to amend certain terms of the November 1, 2002 (note 5) purchase and sale
agreement as follows:

         (a)   ACS will no longer provide logistic operations to the Company,
               and

         (b)   The vendor will become the exclusive agent to certain Canadian
               retailers, distributors, etc., and will receive sales
               commissions based on certain net margins as follows:

                   o   8% on net margins of 25% or less,

                   o   9% on net margins between 25% and 35%,

                   o   10% on net margins above 35%

         (c)   The vendor will be responsible for all their own operating costs
               including commissions to sub agents, and

         (d)   David Simmonds will resign as President and Director of Prime
               Battery Products Limited.

         On November 12, 2002, Mr. Neil Greenberg, a shareholder of the Company
and an individual who is a shareholder in 1500450 Ontario Limited, who is a
shareholder of the Company, also provided a $63,837 loan to the Company on the
same basis as Mr. Usher-Jones.

         The Company shares executive offices and pays $951 per month rent for
1,800 square feet to King Stables an entity in which Mr. Simmonds, the Company's
CEO is a shareholder.

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K.

   (a) Exhibits.

<Table>
<Caption>
   EXHIBIT NO.     DESCRIPTION
   -----------     -----------
   <S>             <C>
      3.1          Certificate of incorporation, as amended to date. (1)

      3.2          Bylaws as currently in effect. (1)

      4.1          Specimen certificate for Company Common Stock. (1)

      4.2          U.S. $2,000,000 8% Convertible Debenture due April 15, 2003
                   issued by HyComp, Inc. to Simmonds Capital Limited. (1)

      4.3          U.S. $500,000 demand promissory note issued by HyComp, Inc.
                   to Simmonds Capital Limited. (1)

      4.4          Warrants for the purchase of up to 1,000,000 shares of
                   Common Stock of HyComp, Inc. issued by HyComp, Inc. to
                   Simmonds Capital Limited as of October 14, 1999 for $.01 per
                   share. (1)

      4.5          Warrants for the purchase of up to 1,000,000 shares of
                   Common Stock of HyComp, Inc. issued by HyComp, Inc. to
                   Simmonds Capital Limited as of October 14, 2000 for $.01 per
                   share. (1)

      4.6          Warrants for the purchase of up to 1,000,000 shares of
                   Common Stock of HyComp, Inc. issued by HyComp, Inc. to
                   Simmonds Capital Limited as of October 14, 2001 for $.01 per
                   share. (1)

      4.7          Warrants for the purchase of up to 1,000,000 shares of
                   Common Stock of HyComp, Inc. issued by HyComp, Inc. to
                   Simmonds Capital Limited as of October 14, 2002 for $.01 per
                   share. (1)
</Table>


                                       23
<Page>


<Table>
<Caption>
   EXHIBIT NO.     DESCRIPTION
   -----------     -----------
   <S>             <C>
      4.8          Warrants for the purchase of up to 1,000,000 shares of
                   Common Stock of HyComp, Inc. issued by HyComp, Inc. to
                   Simmonds Capital Limited as of October 14, 2003 for $.01 per
                   share. (1)

      4.9          Share purchase agreement by and among the Company, the
                   Canadian Former Subsidiary and 1412531 Ontario Inc., an
                   Ontario corporation, dated as of June 26, 2000, incorporated
                   by reference to the Exhibits filed with the Registrant's
                   Form 8-K on August 4, 2000.

      4.10         Promissory note given by the purchaser to the Company
                   in the principal amount of $718,850.00, incorporated
                   by reference to the Exhibits filed with the
                   Registrant's Form 8-K on August 4, 2000.

      4.11         Guarantee of Paul Dutton, Max Hahne and the Canadian
                   Former Subsidiary dated as of June 26, 2000,
                   incorporated by reference to the Exhibits filed with
                   the Registrant's Form 8-K on August 4, 2000.

      4.12         General security agreement issued by the Canadian
                   Former Subsidiary dated as of June 26, 2000,
                   incorporated by reference to the Exhibits filed with
                   the Registrant's Form 8-K on August 4, 2000.

      10.1         Stock purchase agreement, dated as of October 14, 1999, by
                   and between Simmonds Capital Limited and HyComp, Inc. (1)

      10.2         Management services agreement dated as of October 14, 1999,
                   by and between Simmonds Capital Limited and HyComp, Inc. (1)

      10.3         Stock purchase agreement, dated as of October 13,
                   1999, by and among MicroTel International, Inc., XIT
                   Corporation (formerly known as XCEL Corporation), a
                   wholly-owned subsidiary of MicroTel International,
                   Inc. as Seller, each of the persons listed in
                   Schedule I thereto as Buyers and John G. Simmonds, as
                   representative of the Buyers. (1)

      10.4         Assignment, assumption and indemnification Agreement dated
                   as of October 13, 1999, by and between MicroTel
                   International, Inc., XIT Corporation and HyComp, Inc. (1)

      10.5         Asset purchase agreement dated June 15, 2001 by and
                   between Wireless Ventures Inc. and IRMG Inc.,
                   incorporated by reference to Exhibits filed with the
                   Registrant's Form 8-K filed on June 26, 2001.

      10.6         ATM services agreement dated June 12, 2001 by and
                   between 4Cash a division of IRMG Inc. and Trackpower,
                   Inc., incorporated by reference to Exhibits filed
                   with the Registrant's Form 8-K filed on June 26,
                   2001.

      10.7         Purchase and Sale Agreement by and between Pivotal
                   Self-Service Technologies Inc. and IRMG Inc. dated March 5,
                   2002, incorporated by reference to the Exhibits filed in the
                   Registrants Form 10-KSB filed on April 15, 2002.

      10.8         Purchase and Sale Agreement by and between Pivotal
                   Self-Service Technologies Inc. and 1500450 Ontario Limited
                   dated June 7, 2002, incorporated by reference to the
                   Exhibits filed on the Registrant's Form 8-K filed on
                   September 26, 2002.

      10.9         Purchase and Sale Agreement by and between Prime Battery
                   Products Limited and wholly-owned subsidiary of Pivotal
                   Self-Service Technologies Inc. and DCS Battery Sales Ltd.
                   dated December 31, 2002, incorporated by reference to the
                   Exhibits filed on the Registrant's Form 8-K filed on
                   January 8, 2003.
</Table>


                                       24
<Page>


<Table>
<Caption>
   EXHIBIT NO.     DESCRIPTION
   -----------     -----------
   <S>             <C>
      10.10        Loan Agreement by and between Prime Battery Products
                   Limited, Pivotal Self-Service Technologies Inc., 3686469
                   Canada Inc., and Elliott & Andrews Studios Inc. dated
                   January 23, 2003, incorporated by reference to the Exhibits
                   filed in the Registrants Form 10-KSB/A filed on April 24,
                   2003.

      10.11        Loan Agreement by and between Prime Battery Products
                   Limited, 3686469 Canada Inc. and Elliott & Andrews Studios
                   Inc. dated March 14, 2003, incorporated by reference to the
                   Exhibits filed in the Registrants Form 10-KSB/A filed on
                   April 24, 2003.

      10.12        Purchase and Sale Agreement by and between Pivotal
                   Self-Service Technologies Inc. and Wireless Age
                   Communications Inc. dated March 13, 2003 incorporated by
                   reference to the Exhibits filed in the Registrants Form
                   10-KSB/A filed on April 24, 2003.

      10.13        Joint Venture Agreement by and between Pivotal Self-Service
                   Technologies Inc. and Collectible Concepts Group Inc. dated
                   March 1, 2003, incorporated by reference to the Exhibits
                   filed in the Registrants Form 10-KSB/A filed on April 24,
                   2003.

      10.14        Amendment to Agreement by and between David C. Simmonds,
                   A.C. Simmonds & Sons and Prime Battery Products Limited
                   dated April 1, 2003, incorporated by reference to the
                   Exhibits filed in the Registrants Form 10-KSB/A filed on
                   April 24, 2003.

      22.1         Proxy Statement dated February 7, 2000, in respect of the
                   Special Meeting of Stockholders. (1)

      22.2         Proxy Statement dated September 13, 2000, in respect of a
                   Special Meeting of Stockholders. (2)

      22.3         Proxy Statement dated August 27, 2001, in respect of the
                   Annual Meeting of Stockholders. (3)

      99.1         Certification pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

      (1)          Incorporated by reference to the Company's Registration
                   Statement on Form 10-SB filed with the SEC on January 19,
                   2000, as amended by the first and second amendments to the
                   Form 10-SB filed with the SEC on February 17, 2000 (File no.
                   1-15627).

      (2)          Incorporated by reference to the Company's Form DEF14A filed
                   with the SEC on September 11, 2000.

      (3)          Incorporated by reference to the Company's Form DEF14A filed
                   with the SEC on August 27, 2001.
</Table>

      -----------
      * Filed herewith

      (b)  Reports on Form 8-K - None.


                                       25
<Page>


                                   SIGNATURES

         In accordance with sections 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized individual.

Date: March 15, 2004

                                       PIVOTAL SELF-SERVICE TECHNOLOGIES INC.

                                       By: /s/ John G. Simmonds
                                       --------------------------------------
                                       JOHN G. SIMMONDS, CEO

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

<Table>
<Caption>
                NAME                                     TITLE                              DATE
                ----                                     -----                              ----
<S>                                          <C>                                       <C>

/s/ John G. Simmonds
--------------------------------------
     JOHN G. SIMMONDS                            Chairman/CEO/Director                 March 15, 2004
                                             (principal executive officer)

/s/ Brian Usher-Jones
--------------------------------------
     BRIAN USHER-JONES                                  Director                       March 15, 2004

/s/ Gary N. Hokkanen
--------------------------------------
     GARY N. HOKKANEN                                 Interim CFO                      March 15, 2004
                                             (principal accounting officer)
</Table>


                                       26
<Page>


                    PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, John G. Simmonds, certify that:

1.   I have reviewed this annual report on Form 10-KSB/A of Pivotal
     Self-Service Technologies Inc.;

2.   Based on my knowledge this annual report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statement made, in light of the circumstances under which
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

     (a)   Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this annual
           report is being prepared;

     (b)   Evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing date
           of this annual report (the "Evaluation Date"); and

     (c)   Presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based on our
           evaluation as of the Evaluation Date.

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     (a)   All significant deficiencies in the design or operations of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data and
           have identified for the registrant's auditors any material
           weaknesses in internal controls; and

     (b)   Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 15, 2004               By: /s/ John G. Simmonds
                                       ---------------------------
                                       John G. Simmonds
                                       Principal Executive Officer


                                       27
<Page>


                    PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Gary N. Hokkanen, certify that:

1.   I have reviewed this annual report on Form 10-KSB/A of Pivotal
     Self-Service Technologies Inc.;

2.   Based on my knowledge this annual report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statement made, in light of the circumstances under which
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

     (a)   Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           annual report is being prepared;

     (b)   Evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to the
           filing date of this annual report (the "Evaluation Date"); and

     (c)   Presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation as of the Evaluation Date.

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     (a)   All significant deficiencies in the design or operations of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and

     (b)   Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 15, 2004               By: /s/ Gary N. Hokkanen
                                       -----------------------------------
                                       Gary N. Hokkanen
                                       Interim Principal Financial Officer


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